Ultimate X-Men Reboot
by Marvelfan604
Summary: Watch as the X-Men face new foes with new allies as they struggle to overcome the humans that fear them, the very same humans they try to protect. Will tie in with my Spiderman fanfic and my upcoming avengers fanfic.
1. Chapter 1

**ULTIMATE X-MEN **

**Character bios for my upcoming X-men fanfic: Ultimate X-men reboot. This story will also tie in my upcoming Ultimate Avengers story and my Ultimate Spiderman Story. **

…**..**

**Professor Charles Xavier**

**Age: **54

**Appearance: **standard ultimate appearance, x men uniform is standard black cargo pants with the X logo across them and the black and yellow X-Men jacket

**Personality: ** Still strict with his students and faculty, but acts more as a father figure and friend to his fellow mutants and students. He can be strict, but fair, and never gives and unfair punishment. Always strives to improve the mutant and human disputes without violence, although he does realize that actions must be taken to protect fellow mutants and endangered humans. Maintains an uneasy friendship with Magneto (Erik Lehnsherr/ Magnus), who he has known since his late teens. He still has hope that Erik can see the good in humanity, although he will not hesitate to stop his wayward path.

**Powers: **His powers are similar to Ultimate counterpart. He possesses vast telepathic abilities including: Mental manipulation/Control, stunning the minds of other beings, probing/reading the minds of others, and astral projection. His Mental powers are great enough that he can freeze large crowds of people in mid stride. He also possesses a weak form of telekinesis strong enough to push a grown human being back several meters.

**Cyclops aka Scott Summers**

**Age: **25

**Appearance: ** Similar to his ultimate appearance in civilian clothes. X-Men uniform is a set of black cargos with the X logo across them**. **Jacket is similar to professor X's, difference being more pockets. Mask consists of visor for firing his optic vision, connected to a helmet similar to his mainstream counterpart's mask. Also wear a flexible armor padding under jacket for further protection. Visors have several forms of firing, being able to narrow the field of fire to about an inch. Visor also can be set to a blinking mode that will create several rapid-fire blasts instead of the usual straight beam. Gloves also contain a micro switch that can open the visor in case his hand cant reach the firing mechanism located on the side of the earpiece.

**Personality: **Has a grim and serious personality due to his family's military upbringing. He was taught discipline and respect at a young age. He is an exceptional team leader, even more so in crisis scenarios. Despite his attitude he can be lighthearted at times (though these moments are few and far between). Has a romantic relationship with Jean Grey. He also shares a deep rivalry with Wolverine, partly due to their mutual attraction to Jean, and due to Wolverine's difficulty with authority. Despite this tension, the two are more than capable of working with each other and will not hesitate to aid the other. They have a mutual respect towards each other even if it does not show. Cyclops also acts as a mentor for the younger students though he can be harder on them than necessary, although, the Professor and Jean temper this. His relationship with his younger brother Alex (Havok: Three years younger) is strained to say the least. Both of them had a mutual attraction to the mutant Lorna Dane (Polaris: age 22) with both of them arguing over her. Cyclops and Lorna dated for a time before breaking off. Alex is also resentful of Scott, believing that he was their father's favorite. The tension is further strained as Alex proved to be rebellious and headstrong. Despite the differences between them however they are still brothers and will not hesitate to help the other. Cyclops feels disconnected towards his brother and has difficulty in finding ways to mend the rift, but secretly feels proud of his brother's accomplishments.

**Powers: ** Possesses the ability to fire extremely powerful blast of concussive force in the forms of red beams form his eyes. Although not composed of heat, the force of the blast is powerful enough to create friction on objects hit that it appears to burn it. Due to a head injury (Caused by Alex) he cannot shut off the beams, they fire every time he opens his eyes, although closing them will shut off the beams. Their effective range is about a mile. With concentration Cyclops can increase or decrease the power of the beams. He can make them as weak as being able to knock a large group of people unconscious from pure force, or he can increase their power to destroy tanks.

**Jean Grey**

**Age: **24

**Appearance: ** Similar to her ultimate marvel counterpart but wears cargo pants tucked into combat boots while in the field.

**Personality: **Friendly, outgoing, and studious, she is encouraging and insightful with her teammates and is easily one of the most level headed, although at times she can become emotional. She is involved in a romantic relationship with Cyclops, although she does have some feeling for Wolverine, which has caused some tension between the two men. She feels some level of guilt over this but tries to hide it. She is a skilled teacher, always striving to aid the younger mutants with their developing powers. Has a dysfunctional relationship with her family and has a strained relationship with them. She considers her teammates her new family and is very protective of them.

**Powers: ** Arguably one of the most powerful mutants on the X-Men roster, she had the ability to read the thoughts and minds of others as well as connecting minds through a psychic link. She has also shown the ability to manipulate minds, but only subtlety and is no match for more skilled telepaths. She has a very powerful and currently unlimited power of Telekinesis. The strength and limits of her power are unknown, although she can lift multiple objects of great mass and/or weight. She can also release these powers into blasts of concussive force.

**Iceman aka Bobby Drake**

**Age: **17

**Appearance: **Similar to ultimate marvel counterpart but wears X-men uniform while in ice form, does not wear a bandanna.

**Personality: **Similar to previous counter parts, fun loving goofy and a prankster. Some consider him immature for his age, although he has rare moments of maturity that surprises his teammates. Very creative in the use and application of his powers, using them in unique ways. Has a tendency to be emotional and cocky, although deeply insecure as he feels he doesn't deserve his place on the team. Very friendly with Kitty Pryde and Kurt Wagner. He also acts as a leader figure (although unknowingly) to the New Mutants training squad. As he is one of the younger X-men the New Mutants look up to him for his cheerful attitude and ability to handle the pressure of the team.

**Powers: **Can cryogenically freeze the moisture in the air or objects to subzero temperatures, He can accomplish this by using water molecules around him and in other objects, He can lift himself up in the air with the use of ice slides and can also fire ice missiles (Spheres and projectiles of compact ice that shatter into fragments on impact, can also freeze over the object detonated on). He normally uses his ice abilities to transform himself into living ice that can regenerate from harm by absorbing water, his strength is somewhat enhanced while in his ice form.

**Shadow Cat aka Kitty Pryde**

**Age: **16

**Appearance: **similar to her ultimate counterpart.

**Personality: ** Friendly, outgoing and very caring towards her friends. She has a genius level IQ of 175 (just a little below Peter Parker's: 185). Very clever and perceptive for her age, she is one of the youngest members of the X-Men (second only to Nightcrawler: 15). Despite this she is proud to be on the team and does her best to prove her worth. She also acts as a caring friend to both Bobby and Kurt. Like Iceman she also acts as a mentor and role model for the New Mutants despite their similar age. She is a bit insecure of her love life, which she tries to avoid, fearing the emotional toll that come with it. Despite this she has a crush on Spiderman and developing feelings for Bobby.

**Powers: **Shadowcat can phase through people or objects, she can also phase part of her body through another person causing them extreme pain. She can also phase other beings through objects or partially through objects. The latter method is a preferred way to trap an opponent, although the bonding of the target to the phased object is weak and will not fuse to the target for about five minutes. Her powers also have a tendency to disrupt electrical equipment when she phases through it.

**Nightcrawler aka Kurt Wagner**

**Age: **15

**Appearance: **Standard appearance but X-Men uniform is similar to Iceman (i.e. Cargos and jacket) he does not wear boots and has a hole in pants for tail to move. Normally carries a pair of rapiers with him.

**Personality: ** Kurt Wagner was born in Germany to an unknown family and was adopted into the circus, as such he was raised with the belief that family comes first, and he treats the X-men as his new family, although he still has deep ties to his circus friends in the youngest member of the X-men Kurt is good friends with Iceman and Kitty, he also shares a strong friendship with his teammate Colossus as they both hale from European countries and have come to except new social customs. This friendship has been strained when Colossus revealed his sexual preference as homosexual. Kurt was at first angry at Colossus for keeping this secret as he felt hurt by the lack of trust (Colossus felt fearful of his teammate's reaction to his lifestyle). Despite this he has made strides to improve their friendship. Kurt is plagued by nightmares of a baby being thrown off a cliff after a figure was chased by a mob. He also suffers from dreams of three unknown figures, two similar in shape to himself the third being unknown. The professor has attempted to clear these unknown dreams from his students head or at least elaborate on their source or meaning, however they remain a mystery. Kurt has a strong relation to his family back in Germany, his foster mother and foster sister Amanda Sefton (who did not reject him as they were a family of witches and gypsies). He was forced to kill his foster brother Stephen when he went mad and used his witchcraft to murder several villagers. Although his family does not blame him, Kurt still suffers from a large amount of guilt at this action.

**Powers: ** He possesses the ability to teleport himself and others to different locations. His power is limited to his eyesight as he cannot teleport if he has not seen the destination before, or if he can't see it. He has superhuman reflexes and above average strength. His tail is very is strong enough and has enough dexterity to wield a rapier with great precision.

**Colossus aka Piotr Rasputin**

**Age**: 21

**Appearance**: Looks identical to his ultimate counterpart

**Personality**: Piotr is a strong willed and passionate individual. He is good friends with Kurt, Bobby, and Kitty. He is a kind soul inside a giant's body. He does not like violence but has no qualms over resorting to it. He has many issues of coming to the US, mainly leaving his family and younger sister behind in Russia. He is homosexual, a piece of info he tried to hide from his friends and family out of fear of rejection (although his sister was apparently his confidant in Russia). Although Nightcrawler was hurt from the lack of trust none of his friends rejected him. This has boosted his confidence and has allowed himself to better open up to his teammates. He is currently in a relationship with Northstar (Jean-Paul Beaubier) the mutant leader of the Academy of Tomorrow.

**Powers: ** In human form Piotr possesses enhanced strength and stamina. These traits are extremely augmented when he shifts into his armored form. His strength reaches superhuman levels, as does his durability, even Wolverines claws have severe difficulty in piercing his armored skin. He can however be injured given sufficient force.

**Beast aka Hank McCoy**

**Age: **34

**Appearance: ** Uniform is similar to his ultimate counterpart although his physical appearance is identical to his mainstream counter part (i.e. a blue furred lynx)

**Personality: ** the definition of the fun teacher everyone wants. Beast is a gentle and endearing man who has striven for mutant equality by teaching at universities, showing that mutants and humans can coexist in peace. He has a genus level IQ and possesses several doctorates in genetics and mutations. He is a scholarly man who is both fun and professional. He does have some self-doubt over his mutant appearance but has learned to move passed it with the aid of the X-Men. He is one of the older members of the team as well as one of the few X-Men who is strong friends with Wolverine (the others being Storm and the Professor), acting as a trusted confidant. He is a pacifist by nature but will not hesitate to use violence to end further violence. He is the favorite teacher at the Xavier institute do to his creative ways of demonstrating science as useful.

**Powers: ** Beast has heightened sense and reflexes as well as blue fur and a human/lynx like physique. This has given him near superhuman strength and razor sharp claws, as well as a weak healing factor.

**Storm aka Ororo Munroe**

**Age: **30

**Appearance: ** Ultimate counterpart uniform and short hair has small cape that is attached to her wrists.

**Personality: **Storm hales from Africa, a nation which she prides herself on retaining her countries culture. She has adapted to life in America but has always kept her home country at heart. She can be strict when needed but mostly retains a calm and composed personality, although easily approachable. She acts as a mentor for the younger students and has known Charles the longest as she was the first mutant he rescued from another in Cairo, Egypt. She has a strong friendship with both Beast and Wolverine (Logan) and is one of the few who can approach him without fear. She is a fierce combatant and has a deep belief in Xavier's mutant dream of peaceful equality.

**Powers: **Storm possesses the ability to psionically influence the weather. She can create hurricane speed winds in small areas or directed at single targets, she can also summon lighting and ice. Her powers take precise control, which she has shown to be a master of. Alongside Jean and Bobby she is one of the most powerful X-Men.

**Wolverine "Logan" aka James Howlett**

**Age: ** unknown presumed to be over 50 years old minimum

**Appearance**: Same as ultimate counter part

**Personality: **Logan is a gruff and troubled individual. His past has been nearly completely erased as he only remembers brief periods of his life, namely his time in an American colony, and his service in World War II alongside Captain America. There is a large gap of memory from his childhood and from his time in the 1950's to about 1990. He is still troubled by memory fragments of a team he had been assigned to during this time gap. He remembers several details of the organization but refuses to share it even with the Professor, partly out of shame for the things he did while he was a member of weapon x and partly out of fear of what he might discovered if he pushed further into his memories. Despite his often rude and loner-type personality, Logan is a loyal member to the X-Men and is rather protective of the younger group (the New Mutants, Bobby, Kitty and Kurt) the latter three understand him the most out of the younger group as he has instructed them on survival training, which he performed in the Savage Land. He also shares a mutual rivalry/respect with his team leader Cyclops. Like the former he also possesses some feelings for Jean Grey. He is troubled by several interpersonal problems other than his past. He has apparently met Nick Fury when the latter served as a soldier in the Gulf War, and claims that his life was saved by Logan, although he does not remember it. He is also the father of Jimmy Hudson, his now eighteen year old son currently residing in Canada with his foster Parents the Hudson who's lives were saved from a bear attack by Logan in the early nineties. He subsequently watches his son every year on his birthday. He also carries a pair of dog tags that carry both his given name and nickname, they are also marked with his codename Wolverine. Where the tags came from he can't remember. He is also in possession of a pair of wedding rings, though he doesn't know if they're his or not. He was good friends with Captain America during the Second World War, and mourned his apparent death. His relationship with the now revived ultimate is strained, as Logan greatly distrusts the government that Rogers still believes has some merit left (Although recent actions have made Rogers doubt said beliefs).

**Powers: ** Logan's powers include an incredibly powerful healing factor that seemingly makes him nigh unkillable. He has greatly enhanced speed, strength and stamina. He also has a pair of adamantium claws (three on each hand) as well as a skeleton laced with the near indestructible metal. He also possesses enhanced senses.

**Magneto aka Erik "Magnus" Lehnsherr**

**Age: **55

**Appearance: ** ultimate Marvel appearance

**Personality: **Unlike his original Ultimate counterpart, Magneto's hatred for humans is not all encompassing. He recognizes the good that they have done and appreciates the humans that do strive to improve the human-mutant relations. However he believe that humans will try to destroy mutants that they see as a threat. To this end Magneto has used his powers and mutant followers to eradicate the humans that fear and attack mutants. He holds no grudge against humans who do not hate mutants, and has no dreams of genocide. But he believes humanity will respect mutants if taught to fear them. This has brought him into repeated conflicts with his former friend Charles Xavier and his team of mutant heroes the X-Men. He respects his friends dream and beliefs but he himself cannot abide by them as he has seen the worst of humanity during his time in the Nazi concentration camps. He does have some respect for the humans that saved him, Captain America and his team of Howling Commandos (Wolverine included amongst their ranks, though neither men remember each other.) He also shows his tolerance of humans as he has had a relationship with a human women (The mother of his children, Pietro and Wanda). It is strongly hinted that Magneto still loves her. He is currently the Mutant ruler of Genosha, an island nation made for mutants and given to Magneto as a peace offering. This has created an uneasy truce between Magneto and the humans, although he has made clear that if mutants or his nation were to be attacked, the world would know his wraith one again.

**Powers: ** Magneto has the ability to manipulate magnetic fields to create a variety of affects; he can levitate himself and control all forms of magnetic metals. He can control them on a molecular level although doing so is difficult. He can also tap into the electromagnetic spectrum to create powerful EMP burs that can be used against both machines and humans (The electrical burst can stop a mans heart). He is also a genius level planner and a skilled politician.

**The Academy of Tomorrow: **an organization that functions much like its ultimate counterpart. It accepts students of all races (i.e. mutants or humans) without discrimination. The academy accepts people based on their unique 'gifts', which can range from powers, intelligence, or something more. The Head master is Emma frost (Age 27) and Sir James Braddock founded it and currently funds it. It is stationed in London and has its own team of heroic adventurers, the AoT squad.

**Members:**

**Emma Frost**

**Age: ** 27

**Appearance: **Very similar to her mainstream counterpart

**Personality: **Emma Frost is a complex person. She can be manipulative and cold to some while warm, inspiring, and welcoming to others, mainly her students. She has high hopes for them and tries to set them on a noble path although some of her students have trouble excepting themselves. Xavier mentored her on the use of her Psychic mutant powers, although she has used them for less than noble intentions she does try to restrain their use.

**Powers: ** Her psychic powers are almost identical to Xavier's albeit not quite as powerful (although Xavier believes she could eventually become more powerful than him.). She also has a secondary mutation that transforms her body into living diamond, granting her near invulnerability. She cannot use her telepathy in this form.

**Havok aka Alex Summers**

**Age: **22

**Appearance: ** identical to his ultimate incarnation

**Personality: ** Unlike his brother Alex is brash and some times impulsive (matching his powers) he was the black sheep in his family, being rebellious and difficult as opposed to his brother. Being the younger of the two, he always felt he was in his brother's shadow. They're argumentative relationship hit a breaking point when both brothers became attracted to Lorna Dane (Havok's future lover and teammate Polaris). Alex smashed his brother in the head with a tire iron, rendering him unconscious, horrified Alex got his brother to a hospital where Scotts mutants power flared up and blew a hole in the building room. Xavier arrived and defused the situation, taking Scott to the Xavier institute to better control his powers. Xavier later told Alex that as a result of the blow to the head, Scott would never be able to fully control his powers. This revelation became a source of secret guilt that the younger Summers brother has struggled to cope with (although Cyclops seems to have forgiven him). When Havok's powers first manifested, he was approached by both Frost and Xavier. Unable to cope with his own guilt, Alex chose Frost to distance himself from his brother. As the second in command of the AoT team (leader being Northstar) Alex has matured and become a hero in his own right, earning the respect of both his team and secretly his brother who is proud of the person Alex has become. Despite the rocky relationship between the two brothersneither would hesitate to aid each other if needed.

**Powers: **Havok has the ability to superheat the air around him and generate plasma. He cause these blasts of superheated plasma to incinerate his targets or create concussive burst by heating the air and causing a flameless combustion. His powers have no affect on his brother and vice versa.

**Other AoT Members**

**Polaris: ** Alex's girlfriend and mutant with ability to control magnetic fields

**Sunspot: **Mutant with the ability to generate intense heat and flames allover his body, can fly and fire blasts of heat (similar to The Human Torch)

**Multiple-Man: **Has the ability to create multiple copies of himself all with same memories and experiences, although each duplicate looks the same (an 18 year old male), his real identity is a comatose, 14 year old boy named Jamie Madrox. Only Frost, Northstar, and Loki know this fact

**Northstar: **team leader and has the ability to travel near speed of light, can create blinding flashes of bright light, lover to Colossus

**Hellion: **Telekinetic mutant (age 17) and secret favorite of Frost (she sees a lot of herself in the young man and hopes to guide him on the right path, though she is a bit tougher on him than the others)

**Wind Dancer: **Young mutant (age 17) with the ability to manipulate air currents. Has feelings for Hellion but does not act on them (secretly supported by Frost).

**Captain Britain: **London's most famous superhero, no longer a main stay member but is always willing to aid his fellow team mates, uses specialized exo-suit to give him a force field superhuman strength, speed and durability.

**Loki: **

**Age: ** 16, in his mortal guise

**Appearance: ** Normally dresses in plainclothes

**Personality:** Norse god of tricks and lies, like Thor, he has been reincarnated from an Asgardian to a semi-human being (they are mortal but much stronger than humans, Thor is a god but in human form, weapons and armor are all Asgardian weapons). Currently a member of the AoT team after Ragnarok turned all the Asgardian gods into humans (albeit stronger and with no memories of their past lives). After seeing Thor on TV, Loki remembered who he was. Unlike Thor who is certain of his Godly heritage (Odin having been restored to full godhood told him of his true identity) Loki is unsure of his real self, so he uses the name as his codename, claiming he has no real name as he is an orphan in his mortal life. He is crafty and charming, and has a strong friendship with Jamie Madrox (Multiple-man) aware of boy's true state (comatose). He acts as his friend and astral projects the real Jamie to himself and Frost. He is not as evil as his mainstream counterpart and instead feels a sense of guilt as he played a key role in Ragnarok. Thor has attempted to contact Loki, but he repeatedly turned down, due to Loki's insecurity. He and Multiple-man frequently play pranks on their team members.

**Powers: **Has the ability manipulate energy he creates to produce blasts of destructive force, heal, create illusions (like the ones in the Thor and Avengers movies) and can create constructs from the energy as well. Although the latter method is dangerous, if the construct is destroyed the backlash could kill him. He posses enhanced human strength and healing abilities.


	2. Chapter 2

**New Mutant Bios**

**Roster List: **

**Chamber**

**Husk**

**Mercury**

**Surge**

**Rockslide**

**X-23 (later)**

**Dust**

**Name: Chamber aka Jonothan "Jono" Starsmore**

**Age: 17**

**Appearance: **looks similar to his mainstream counterpart, his uniform consists of a red and black X-men uniform, although his uniform has a metallic chest plate with an empty circle (glows orange when worn by chamber), with a jacket over it, he also wears a metal face mask that covers the lower part of his face, the mask can open to project his powers when needed. He also wears two metal gauntlets attaches to his fore arms for channeling his powers.

**Personality: **Jono is a young brooding teen that has struggled greatly with his mutation. When his mutation developed it blew a hole in his body, destroying his upper chest and jaw, leaving a gaping hole that became filled with telekinetic/psionic energy. The blast also took the life of his girlfriend and best friend, as well as several others. This has given him a bitter outlook on life as a mutant. He distances himself from his teammates and has trouble socializing with them due to his attitude. He has shown an attraction to his fellow teammate Husk, but refrains pursuing a relationship with her, believing she deserves a more normal life. He has been given the position as defacto leader of the New Mutants and has earned his teammates respect (More impressively he has earned the respect of Wolverine through his leadership and actions). Despite these accomplishments Jono has had difficulty mastering his abilities, as they're destructive and prone to violent reactions. This has caused a lingering amount of self-doubt to form. He has also become good friends with Surge due to their struggle in controlling their mutations, as well as a friendly rivalry with his teammate Rockslide.

**Powers: **Chamber's powers manifest as a literal furnace of pure psionic energy that is centered in his upper thoracic cavity. The energy can be manipulated to create blasts of concussive or incendiary force. His chest-plate, facemask and gauntlets help him to better focus his energies.

**Name: Surge aka Noriko "Nori" Ashida**

**Age: 17 **

**Appearance: **identical to her mainstream counter part, with her x-men uniform being similar in design to her original, but with a red and black color scheme, wears two metal gauntlets that cover her hands and forearms.

**Personality: **Nori is a tough girl who tries to keep her emotions in a box. She was rejected by her parents for her mutation, although her younger siblings did not. She fled from Japan and took a freighter to New York. She used stolen drugs to control her budding electric powers, she was later found by Jean Grey and Storm who took her to the Xavier Institute where beast built her a pair of gauntlets to control her electrical impulses. She has grown closer to her teammates, in particular Mercury, Rockslide and Chamber. She is rebellious and stubborn, but not above changing her views. She frequently clashes with Dust (condemning her for abiding by her culture's treatment of women, as she wears a burqa). She doesn't get along with Husk (and later X-23). Despite these issues she stands up for her friends when the situation demands it.

**Powers: **surge possesses the mutant ability to absorb and release (normally in destructive blasts) of electricity. She has difficulty in controlling her powers, but regulates them with her gauntlets. When absorbing enough electricity she can mimic the ability of super speed for brief periods of time.

**Name: Dust aka Soorya Qadir**

**Age: 17**

**Appearance: **Identical to mainstream counterpart**. **

**Personality: **Soorya is a soft spoken and quiet individual who rarely speaks her mind, mostly due to her country's regards to women (due to Muslim traditions). Because of this she has a rough relationship with her teammate Surge (who sees herself as a feminist). Soorya has a deep connection with her mother, although they were separated when slave traders kidnapped her village. Her mother was sold to an unknown buyer, but Soorya was to be raped by one of the slavers, she lashed out with her power transforming herself into dust and flaying her attackers in a sand storm, but her mother was long gone. She was later taken in by a roaming caravan that was heading to America. The caravan was attacked by a group of raiders, but they were repelled by a passing SHIELD convoy. During the ambush Soorya's powers again manifested. She was taken to SHIELD where its director Nick Fury handed her over to Xavier to help get her powers under control. She has had a rough start with some of her teammates but has become close friends with Mercury (And surprisingly X-23).

**Powers: **Dust has the mutant ability to transform her body into a sand-like substance. She has complete control over her sand form and can use it to create powerful whirlwinds that can flay enemies or blind them. She is vulnerable to water in her sand form (dousing her in water will force her body to reform or be lost). Only her body transforms, as her burqa doesn't. She flows back into her clothing before assuming human form again.

**Name: Mercury aka Cessily Kincaid**

**Age: 16**

**Appearance: **Identical to her mainstream counter part including uniform.

**Personality: **Despite her physical mutation (causing her body to become a mercury like substance) Mercury is one of the most upbeat mutants at the Xavier institute (rivaling Bobby Drakes optimistic side). She is pretty carefree and friendly with all her teammates despite some rebuttal from them. She is loyal to a fault and has proven herself a valued member of the team in both combat and social life at the Xavier Institute. She is best friends with Soorya (Dust) and later on Laura Kinney (X-23). She acts as the team emotional link and shoulder to cry on. Despite her friendly and seemingly carefree nature she is secretly discouraged by her parents rejection of her for her mutant status.

**Powers: **Mercury's body has been transformed into living mercury. This allows her body to take on any shape (i.e. bladed/blunt weapons) as well as making her highly resistant to damage and injury. She can turn herself into puddles of liquid mercury as well as stretch herself out over long distances. She has enhanced strength and does not need to breathe or consume food (though she does so out of habit).

**Name: Husk aka Paige Guthrie **

**Age: 16**

**Appearance: **Identical to her mainstream counter part including her uniform.

**Personality: **Husk is a rather upbeat but headstrong individual. She can be abrasive when irritated and has difficulty in teamwork. She has developing feelings for her teammate Chamber (who is reluctant to start a relationship due to his own mutation) but nothing has yet to have occurred besides a mutual friendship. She is good friends with her teammate Rockslide, but does not get along with her Surge or X-23. She comes from a family with multiple mutants, her younger and older brother.

**Powers: **Husk's mutant ability allows her to shed the epidermis layer of her skin to reveal an entirely new layer of skin, but consisting of a new material (Metal, stone, rubber, wood, diamond, or other solid substances.) She has also shown the ability to layer her skin with liquid or semi-solid material such as oil or acidic material. Her transformations last up to an hour, afterwards the material will shed to reveal normal skin.

**Name: Rockslide aka Santo Vaccarro**

**Age: 17**

**Appearance: **identical to his mainstream counterpart including uniform

**Personality: **Santo acts as the big guy in the group, mainly physically. He was a star quarter back and wrestling team leader. He was also the type of person who would use his strength to hi own advantage (making him something of a bully). When his mutation developed his skin became rock hard like granite. Although his family didn't reject him, he was told to keep his strength in check; this resulted in his expulsion from all sports at school. The result of this was he was no longer the strongest kid in school but a freak. When his parents found out about Xavier's school he was sent there to help him cope with his mutation. Despite a rough start as a member of the New Mutants squad (Santo immediately picked a fight with Chamber) he has matured into the team's resident muscle. He has grown closer to his teammates, specifically Husk and Chamber (developing a friendly rivalry with him in an attempt to boost the anti-social mutant's low self-esteem). Although usually brash, rude and inconsiderate, Santo is loyal to a fault, defending his teammates even if it costs him his life. Cyclops has stated, "He started as a typical bully, but he really has the heart of a hero." Rockslide can be surprisingly sensitive to his teammates and friends (recognizing Husk's feelings for Chamber, despite most of the squad already knowing, the exception being x-23). Santo is always trying to push his limits, stating he needs to push himself to do better.

**Powers: **Rockslide's boy is composed out of an organic material that perfectly mimics the properties of granite (albeit far more durable). His body's composition grants him superhuman strength and durability. He is also able to reform his body if it is crushed or dismembered. He can also hurl/fire his hand off like projectiles. His hand are still connected to his control, the effective range of control he has is limited to about 500 meters.

**Name: X-23 aka Laura Kinney**

**Age: **16

**Appearance: **Looks identical to her mainstream counterpart including costume

**Personality: **Laura Kinney is a socially stunted and possibly sociopathic young woman. She was cloned from damaged genetic tissue of Weapon X (aka Wolverine, her biological "father"). After twenty-two failed attempts at cloning Laura was the first and last successful clone. He mother (one of the scientists involved with the project) was forced to raise her child in isolation and captivity as to make her into the perfect killing machine. At age thirteen her skeleton was coated with adamantium. After her first several missions, her mother attempted to flee with her daughter, but they were caught and her mother was executed by the weapon x enforcer Sabertooth. In her dying moments her mother named X-23 Laura. She was further trained for three years as an assassin for the Weapon X program alongside Sabertooth, Silver Fox, Deadpool, Omega Red, and Maverick. When the X-Men Raided the facility to rescue several kidnapped mutants, X-23 was dispatched to stop them, however she defeated by Wolverine (who later tried to take her with him, but she instead escaped from weapon X). She later tracked down the X-Men, believing wolverine had known about the experiments done to her, and was thus responsible. She took down several X-Men members including the New Mutants (with the exception of Mercury). Wolverine again confronted and defeated her, convincing her of his innocence and offering her a place at the mansion. As the newest (yet most experienced) member of the New Mutants, she has had extreme difficulty fitting in on the squad, mainly due to her loner/hostile attitude. A majority of the team holds her in contempt (as she assaulted and defeated the team single handedly). Despite this she has become closer and slightly friendlier with her new team (specifically with Mercury and Dust). Wolverine helps to mentor her and the relationship between the two mirrors father/daughter relationship. She has yet to earn the full trust of her team (though she does share a takedown rivalry with Rockslide) , but the group has admitted that she is one of them.

**Powers: **X-23 has the same abilities as her predecessor Wolverine. She has enhanced senses, strength, speed, stamina, and durability. Like wolverine she also has several bone claws and a skeleton laced in adamantium. She possesses two claws in her arms and one in each foot. She has the highest combat experience and training of the team due to her training from Weapon X.


	3. Chapter 3

**Welcome to my new story of Ultimate X-Men! Reviews are welcome! **

**Chapter 1**

**Training Rounds**

The forest clearing was silent, not a sound was heard. That was until a lone figure bolted through the clearing. She was panting, her legs burned with all the lactic acid that was pumping through her muscles. She looked over her shoulder and saw the bushes being shredded apart. She briefly stopped to whirl around and raised her arms revealing two silver gauntlets that began to spark with blue electricity. "Eat this asshole!" she then released the electricity into a massive burst. The blast arced towards the bushes incinerating them in a blast of energy. She panted in exhaustion, leaning down on her knees. "Man, I can't believe this!" "Yeah neither could I." a deep deadpanned voice stated from above her. She whirled around and was greeted by three metal claws pinning her to the ground, a mere centimeter from her throat.

"You lose kid. Hit the showers with the others." The man picked himself up from his position over the blue haired girl. "Ya did better this time around, if two more seconds counts as better." The claw-wielding figure retracted his primary weapons into his wrists. "Yeah well why can't we do this shit in the danger room. "There ain't no off switch in the real world, Bub." Wolverine stepped into the moonlight revealing his rugged face. "_Logan that is enough. Surge please regroup with the others, the survival training is over." _The female mutant known as Surge hung her head as she reluctantly followed her instructor out of the woods. The two beings arrived to see several others standing/sitting near a large mansion. "And again Surge is the only one to improve her record!" a blonde haired teen stated, he was standing next to a young woman with brown hair who was slightly shorter than him. Said girl then elbowed her compatriot, "Care to be any less tactful, Bobby?" "Yeah I could be, but seriously they did better than we did when Logan trained us." Bobby responded. Kitty then spoke up a little embarrassed, "Yeah but that was in the Savage Land!" "Now who's being tactless!?" Bobby said smirking, Kitty fumed at him. Logan walked up to the group before stopping; he turned to see Surge rejoin her battered teammates. The New Mutants looked terrible, while normally they were the pride of the X-Men's teachings and learning techniques, instead they looked like a couple of teens who just went through the most painful boot-camp imaginable. Considering the training drill had been given by Wolverine, which was probably more or less what it was like.

The blue haired mutant named Noriko aka Surge, sat drenched in sweat and dirt. Next to her sat a blonde in a red trench coat, Husk, who was currently getting sticks out of her hair and other places. Behind the two sat a large mutant with rocks covering his body, only they were covered in mud. Next to him was another boy with shaggy black hair with a metal mask and glowing chest plate. The boy was equally drenched in mud. To say the least Rockslide and Chamber looked pissed. Another mutant with silver skin and long brown hair sat on the ground next to a young woman in a currently dirty Burqa. Dusk and Mercury were panting with leaves and water dripping off of them.

Wolverine looked them over before he spoke. "I gotta say I was expecting better, and I'll be expecting even more improvement when you all run the course again tomorrow." This was met with a large groan from the group of young mutants. "Hit the showers. You're done for the day." Logan walked past the group as they picked themselves off the ground and headed into the mansion. Two older individuals, one with long red air, the other with short brown hair greeted them. Scott Summers (Cyclops) and Jean Grey stood at the front of the mansion. The leader of the X-Men shook his head as he looked at the New Mutants. The group walked past them as Jean gave them a sympathetic glance. "Logan, didn't the Professor tell you to go easy on them?" Jean asked her rugged teammate. Logan walked by he before speaking, "That was me going easy." "I'm in agreement with Logan, they should have done better." Jean gave a surprised look at her boyfriend. "Don't agree with me Cyce, that makes me nervous." Logan said as he entered the mansion followed shortly by Scott, Jean, Kitty, and Bobby. "Maybe you should throw them in the Savage Land like you did to us." Bobby joked. "Yeah…I could do that. Just round them up in their sleep and drop them out of the X-Jet." The group looked at their teammate before a voice spoke through their minds. "_Logan, I believe that would do more harm than good." _ "Whatever chuck, I'm getting a beer." As Logan walked away from the group a loud 'bamf' noise was heard behind the group. "So I heard zat zee New Mutants didn't do so well in Logan's training." Bobby and Kitty looked at the thin blue haired mutant that spoke. "Yeah Kurt, they got whooped." Bobby responded. "Maybe I should talk to them." Jean said. "Nah me and Kitty got this." Bobby started to walk down the hallway followed closely by Kitty. Kurt watched the two leave before speaking. "You think Bobby is ready to lead the group?" Scott looked after the two teens before answering. "Maybe with a little more training. The New Mutants do respect him, but Logan is trying to have Chamber take on the position of Leader for now." "That's probably for the best, he could use the confidence boost. Especially considering how his powers manifested." Scott nodded his head I can relate to that.

….

**Xavier Institute, Underground, Locker room**

"Well that sucked!" Santo Vaccaro aka Rockslide exclaimed as he and Chamber (Jono Starsmore) washed the mud off of themselves. Chamber remained silent, letting the hot water evaporate as it touched the psionic energy that emanated from the hole in his body. "That's an understatement." Jono finally replied. Santo looked down at his team's defacto leader. "Hey dude, you can't keep beating yourself up over a stupid training exercise. Shit happens!" "Yeah…" Chamber's halfhearted response didn't reassure his hulking teammate. Santo sighed. Chamber had never been a conversationist, but every time the team messed up, he pushed all the blame onto himself. Santo could tell that his other teammates didn't like that part of their friend. 'Man, I hope the girls don't have to deal with this shit.' Santo smiled to himself as he thought of the girls right next door showering.

….

**Girls Locker Room**

Noriko (aka Surge) carefully washed off the grime that covered her body. Despite many beliefs she could touch water without it electrocuting others, although she did have to be careful while doing so. She looked over at her other teammates, Mercury (Cessily), Soorya (Dust), and Paige (Husk). She watched as her teammates washed off the leftover dirt from the vicious training exercise. "So that could have gone better." Paige stated, a pissed off tone evident in her voice. "Yeah? Well what do you expect, Wolverine is one of the most experienced members of the X-Men. We never stood a chance." Surge's pessimistic comment earned her a glare from her blonde teammate. Before an argument could break out, Cessily spoke up. "Come on, it could have been worse! We did have better teamwork than the last session." "I agree with Mercury, we did much better than our previous bouts." The group of girls turned to look at Dusk, normally the shy Muslim didn't add her own comments into the mix. "Yeah that's the spirit!" Cessilly said shooting her fist into the air. "Well I'm glad that you guys are in good spirits." The four girls turned to look at the newly arrived Kitty, who was currently phasing through the wall.

"Yeah were coping." Paige responded. "Good, to say the least you are improving." "Thanks." Surge said as she began to dry herself off. "We might have done better, but Chamber isn't taking this so well." Husk stated glumly. The others looked at her. "Don't worry, Bobby is going to speak to him about what happened." Paige didn't look so reassured. "Alright." She reluctantly let the conversation drop. Kitty recognized what she was going through. "Don't worry if there is one thing Bobby is good at it's lightening the mood. That and be an idiot." The last part made the group of girls laugh. "Thanks Kitty." Surge said. Kitty simply smiled and phased through the wall.

…**.**

**Boy's locker room **

Chamber and Santo were finishing drying off when they heard the locker door open. They turned to see Bobby Drake enter the room. "Hey how you guys holding up?" Santo was the first to respond. "Were good man. Yo, Chamber I'm gonna gets some rest see you tomorrow." Rockslide then marched out of the room, leaving the two mutants alone. "It wasn't your fault." Chamber didn't bother responding, his head still facing the floor. "Look, I know how you feel having to take the responsibility, you been hit hard. And look I'm not good at speeches so I'm just telling you that just because something bad happens, you shouldn't lounge around in a pool of self pity. You're better than that and your team knows it. And look at me! If a goof ball like me can make the X-Men, then a guy like you should have no problem." With that Bobby left the locker room, leaving Chamber alone with his thoughts.

…

**Mansion**

Logan stood in the mansion's living room mulling over the training session. 'Those kids have a long way to go. Even the younger three did better than that in the Savage Land.' Logan slammed his fist into the table. 'Maybe it's my fault. Bobby was able to take the reins during their training, but the New Mutants don't have his drive. Can't say I blame them though especially not Chamber.' He pushed off the table and walked towards the rooms exit. The door opened as Xavier rolled into the room. "Oh, Logan I was hoping you were around." Logan looked down at his benefactor before answering, "What's up Chuck?" "I was hoping to talk to you about today's training session." Logan sighed. "Listen Charles I think it's best if you hand the training back over to Cyclops or Jean." Xavier looked surprised by this statement. "Logan your training was by no means bad. I just believe that the stu-" "It ain't the students. We both know that. It's me. How am I supposed to train these guys when they're still trying to deal with their own problems?" Xavier sat in silence for a moment. "You may be right. But I think I know what the problem is." Logan looked at the Professor. "And what's that?" "You're holding back." Logan looked up at him for a moment. "What?" "It's like I said. You're holding back when fighting against them." "Of course I am! Do you know what I could have done to them if I showed them what I really could do!? They'd be dead meat Chuck!" Xavier looked up at his mutant comrade before speaking again.

"Logan, you trained Bobby, Kitty, and Kurt in the Savage lands so they could experience what true danger is. You pushed them to work as a team in a life or death environment. Of course that was an emergency situation, and I'm completely against doing it again. But there is another way we can show them what they need to become." Logan looked at the professor before he answered. "I'm listening."

…**..**

**Mansion, The Next Day**

The morning started out pretty peaceful for most of the students. That was until the professor telepathically informed the New Mutants of a training session in the danger room. Chamber and Rockslide met up with the rest of the squad. Surge was the first to speak up. "What's it this time? Go through and entire fleet of sentinals?" Wolverine soon entered the room, followed by Beast and the professor. "It's good to see you all. If you would please make your way to the observation deck." The group of mutants looked confused at Beasts request. "Shouldn't we be heading into the danger room?" Chamber asked as his team made their way to the observation deck. Rockslide turned to him with a slightly peeved look. "Dude just chill out! We get a break move your ass!" Chamber looked at their mentor as he walked through the doors, he noticed Cyclops and Jean had slight smile on their faces. 'What's up with them?" Chamber thought. He was suddenly pulled forward by Husk as she grabbed his arm. "Come on Mr. Mopey! Let's move." Chamber was helpless as he was pulled along by the blonde, blushing as he did so.

Mercury and Rockslide grinned at each other before walking into the elevator that would take them to the observation deck. They arrived about a minute later to find themselves in a room with a see-through floor. The room was filled with various types of high-tech monitors and terminals to control the danger room. They stepped into the room as Wolverine stepped into the danger room. The professor rolled to a stop at the main control console. "Logan would you like the hollow simulators?" The group could see him shake his head. "Ah! You wish for the real ones! Very well." The professor hit a button on the terminal and began to enter complex codes into the machine. "Good luck Logan."

The team of young mutants stared in shock at the machines that were unleashed onto their mentor. The machines were five meters tall and outfitter with purple and pinkish armor complete with laser and high-tech weaponry. The Sentinals stomped towards Wolverine their weapon systems booting up to lethal levels. Three of the five sentinals leveled their arms at the lone X-Man, energy collecting in the palm of their hands. "**Mutant signature detected. Engaging hostile mutant with extreme prejudice." **The sentinals robotic voice unnerved the small group of mutants that were present in the observation room. Chamber stepped forward towards the elevator. Seeing this movement the others began to follow. "Logan told you to observe." Xavier stated as he calmly watched all five sentinals readying their weapons for lethal attacks. "He'll get himself killed against five! Even with his powers!" the professor sighed at this comment. "Chamber, he told you to observe. Follow those orders and have faith." Chamber didn't look convinced, but he refrained from entering the elevator.

Logan stared at the oncoming sentinals before sighing. "The shit I do for teaching…" he mumbled under his breath. He held his hands by his sides as his claws shot out through the space between his knuckles. It had become like a second nature for him, the pain was almost nothing compared to what it had been when he was younger. He raised his hands, claws ready for the oncoming threat. The first sentinel stomped forward as its hand fired off a blast of purple energy. Reacting faster than any human could ever hope, Wolverine rolled forward dodging the blast as he jumped onto the sentinal's torso. He thrust his arm forward, sending his adamantium claws right into the sentianl's internal wiring. The first sentinal tried to grab the feral mutant but Logan back flipped over the sentinal slamming his claws into its upper shoulders. The remaining sentinals attempted to fire on the mutant, releasing lethal pulses of energy from their arms. Wolverine smirked as his plan worked. He leapt off the first sentinel, allowing the beams of energy to smash into it. The machine fell to the ground on its knees, body smoking. Wolverine dashed around the sentinals allowing them to aim randomly at the spot he had once been in. Logan leapt onto another robot, slamming his claws into the machine's neck. Logan dragged his claws around the machines neck as the remaining three sentinals stomped forward grabbing their compatriot in an attempt to catch the feral mutant.

The machine latched onto the sentinel, only to see Wolverine leap forward to stab the robot's optics. Blinding the machine. Wolverine jumped onto the third sentinel before piercing its armor with his claws slicing through the walking titan's spine. With the loss of its spine the Sentinal fell forward. As it slammed onto the ground its right arm fired off a blast of energy in a last ditch effort to kill Wolverine. Logan dodged the attack by leaping to the side. The blast slammed into the wall. With three machines down and one blinded Logan stood up facing down the remaining two machines. The blinded sentinel stepped forward, borrowing the video feed from it brother robot, raising its arms to deliver another blast of ionic energy. Logan dashed forward leaping into the air before slamming his clawed hands into the machined chest. He ripped off the armor covering the sentinal's torso. The remaining sentinel opened fire on its brother in hopes of destroying Wolverine with it. Wolverine jumped off of the dying sentinel as the blast slammed into its back, wrecking the machine's internal systems. The sentinel collapsed as Wolverine rolled on the floor aiming straight for the last sentinel. He leapt onto the final robot despite being blasted by an energy beam. Most of the attack was dispersed by Wolverine's claws. He stabbed the robot's skull before ripping it out. The machine began to stumble before Wolverine leapt off the dying robot.

The final sentinel collapsed onto the danger room's floor. The New Mutants stood in shock at the carnage wrought before them. The amount of sentinals Wolverine had defeated in four minutes would've taken the other X-Men twenty minutes, and that was while the team was grouped together. "How did he…" Chamber began to mutter. "That was fucking awesome! He took down all five of those bastards in under five minutes!" Rockslides comment was bolstered by an enthusiastic Mercury. "Hell yeah! Come on lets get down there for some training!" Rockslide eagerly agreed to that as he and Mercury headed for the elevator. "Come on guys lets move!" The team looked at the granite covered giant before nodding and heading towards the elevator, all eager to compete with Wolverine's skill. The professor noticed Chamber's hesitance as he was the only member of his squad who had not descended in the elevator. "Jono…I know what your thinking." "Professor I thought you said reading people's minds without permission was wrong…" "I don't need my powers to see that you are upset." Chamber clenched his fists as he began to shake with rage. "I just…how can I…how am I suppose to lead my team!?" The angry mutant whirled around to face the professor, anger and sadness present in his voice. "Look at Wolverine! He has far more control and experience with his powers! All of my teammates do! But me…I'm just the freak with a hole in heart…literally." The professor rolled towards the angry teen with sympathy evident in his eyes.

"Chamber…just because you can't fully control your powers doesn't mean that you aren't fit to lead." Chamber stood still, not bothering to look at his teacher and benefactor. "So why did Wolverine choose me to lead?" The professor let a small smile form on his mouth. "Logan chose you because you remind him of himself." Chamber looked at the professor quizzically. "What? How does that make any sense!? How are we sim-" "You've both lost things you've loved in life. You've both suffered more than your fair share in life. You also have lingering doubts concerning your place here at my school. Chamber I assure you…Logan chose you as the leader because he knows that you can handle it. You may not have full control of your powers…but that doesn't make you unfit to lead. Look at Scott." Chamber raised an eyebrow. "Yeah…what about Cyclops?" The professor chuckled. "He has almost no control over his powers and they came in a destructive way, similar to yours. But look where he is now. He may have a grim face, but he is the leader of the X-Men. And he has earned the respect of everyone on the team…Even Wolverine. And if Logan believes you are fit to lead the team… then I see no reason to redact that decision." Chamber looked down at the professor before walking past him. He entered the elevator and descended to the ground floor.

When the elevator opened to the ground level Chamber was met by his squad of fellow New Mutants. He looked over his team before approaching Wolverine. The young mutant stopped in front of his feral instructor before asking him a question. "Wolverine, what's next for training?" The older mutant let out a smirk. "Huh, that eager for another whooping? You sure you and your crew can handle it?" Chamber looked ta the determined look on the faces of his fellow squadmates. "Yeah. Bring it on old man!" The grin Wolverine wore only grew bigger. "Alright tough guy! You're opponent is me. But in a little bit of a different setting…" The feral mutant snapped his fingers as the danger room's holographic systems activated. The area changed from a blank sleek metal room to an environment that could only be described as Jurassic. The area was covered in mountains as well as dense tropical forests. The group of mutants looked at the area in shock as Wolverine made a dramatic gesture towards the now vivid hologram. "Welcome kids…to the Savage Land!" The group of mutants looked intimidated for a moment before Chamber stepped forward, the psionic furnace in his chest glowing brightly. "This it? I was expecting something a bit more cooler." His teammates looked at their chosen leader in shock for a moment before adopting similar poker faces to the one Chamber now wore. Logan smirked again as he unsheathed his claws. "Alright let's get started!"

…**.**

**Outside the Danger Room**

The remaining members of the X-men stood outside the danger room watching as the New Mutants fought against their teammate in a pitched battle. Bobby looked at the holographic terrain with a remaniscant look on his face. "Man….that sure does bring back memory. I remember when we got dropped out of the X-Jet into that hell-hole." Kitty repressed a shudder at the memory. "Don't bring that up please! I still have nightmares about that. Luckily Curt bailed us out on that." "Don't mention it! Besides the survival training was helpful. We were able to save the others from the marauders." Bobby and Kitty nodded at Nightcrawler's words. "Yeah, I'm still pissed that Arclight, Vertigo and Blockbuster still got loose!" Bobby's anger was understandable. The group of mutant mercenaries had attacked the X-Men in an ambush and had captured all but Wolverine and the Professor. Kitty, Bobby and Curt had all been Junior X-Men at the time. Wolverine had them dropped in the Savage land as a rapid way to speed up their training and in the end it had paid off as only three of the original group of marauders had escaped retribution.

"You did well that day." The group of young teen looked at the new arrival as she entered the room. Storm approached the group before stopping in front of one of the Danger Room's main monitors. "You helped to save us all that day. You made us all proud." "Hell yeah! Were awesome remember?" Kitty elbowed Bobby in ribs for his outburst. "Yeah, and you forgot honest too." She said sarcastically. The group all let out amused chuckles as they reminisced old memories.

…**..**

**Unknown location**

The base was abuzz with more activities than usual. The entire base and its staff were to be mobilized to capture a group of highly valuable targets. A group of armored soldiers were being outfitted with automatic tranquilizers with enough sedatives to stop elephants. They were headed towards several armed choppers, each outfitted with rockets and machine guns. An African-American man wearing military fatigues overlooked the operation. "General! We're almost done with the preparations. Should we scramble the Weapon Plus operatives?" The man looked over the area with thought before responding to the soldier's question. "Yes but only a few." He handed a file over to the soldier before walking towards another hallway, one that lead into the base's lab areas. "Have Cornelius prep all of the candidates that are enclosed in the file. And make sure they are told to bring them in alive." This last sentence was said with a hint of malice, as if it were an order that had been repeatedly been ignored (which it had).

"Yes sir General Wraith!" the soldier saluted before lightly jogging towards the lab area where the base's resident scientist was currently busy at work testing new 'recruits'. The man identified as Wraith walked into a large room filled with monitors and personnel busy at work at those monitors. He overlooked the surveillance footage and information they had gathered on their targets. The commanding officer picked up a small microphone and set the intercom so that the entire base was ready to hear his announcement. "All members of the Weapon Plus program…we will begin final preparation for operation **Full House** in t-minus fort minutes. Have all gear and personnel prepped both for retrieval and delivery. We are hitting the X-Men…**Tonight!"**

**Another chapter done. I'll be trying to get this story up and moving to move towards my ultimate story goals. Hope you enjoy and please review and follow!**


	4. Chapter 4

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners. **

**Chapter 2**

**Home Invasion part 1**

**Xavier Institute for Gifted Youngsters**

Logan walked down the halls of the mansion heading for the kitchen to get a beer. He walked through the doors of the kitchen to find Bobby currently invested in finishing a tub of Ice Cream. The young mutant looked up at his mentor with surprise. "Logan! What are you doing up?" Logan looked at the tub of chocolate ice cream while raising an eye. "Didn't we just buy that thing?" Bobby looked at the tub of food he was eating. "Yeah, why?" "You gonna finish the whole thing?" The young mutant looked at the food he was eating before looking back at Wolverine. "Probably." Logan let out a sigh. "Don't come cryin to me when everyone else tries to kill you for that." Logan then walked towards the fridge before opening it. "Do we have any beer?" "Logan you do know that this is a school, right?" "So is that a no?" the feral mutant asked with a hint of irritation in his voice. Bobby sighed. "Yeah, that's a no dude."

Logan walked towards the cupboards and opening them. He looked inside and grabbed a bottle of soda. He was about to drink it when he decided on something he lowered the bottle until it was in front of the ice-wielding mutant. Bobby let out a sigh. "I'm not a refrigerator." Bobby said, a little irritated at what Logan was asking. "When you're not in a fight you are." "Dick." Bobby grabbed the bottle and blew on it. The bottle quickly began to frost over as the soda's temperature rapidly dropped. Logan took the bottle of cold soda back. "Thanks." "Whatever." The two sat silence eating and drinking respectively. "So how did you think of yesterday's training session?" Logan remained silent before answering. "They improved." "So they did that well huh?" Logan growled knowing the young mutant new what his words really meant; the New Mutants had 'really' improved. "Yeah seeing the Savage Land again brought back some memories, good and bad. Though mostly bad." "Aww quit your bitchin! You lived didn't you?'' "Yeah but you nearly killed us!' "And you kicked the Marauders' asses so what's the problem!?" Bobby gritted his teeth knowing his teacher was right. "Whatever!" The teen went back to angrily eating his ice cream. Logan looked around the room before asking a question. "Where's everybody else?"

Bobby stopped eating to answer Logan's question. "Well Jean and Scott are together…" Logan grunted at that, "the professor and Beast are down in the labs, Storm is probably in the greenhouse and the New Mutants are crashing after your training today." "Wimps." Bobby ate another spoonful of ice cream before continuing. "I think everybody else is down in the Danger room." Wolverine arched an eyebrow, "They are? Are they training?" Bobby began to snort in laughter trying (key word trying) to hold in his laughter. Logan snarled at this and Bobby finally began to regain control of himself. "Logan the only other person that invested in training is Scott. They're fooling around with curt in his LARPing." "You're kidding right?" Bobby smiled "Nope." "Damn that elf."

…**..**

**Down the Hall**

Jean grey tossed and turned in her sleep as she laid in her bed. She had tried been trying to sleep after the training session they had held against the New Mutants. Even Cyclops had to admit that Logan's training was pretty effective, although physically and mentally exhausting. She again turned over on the bed, trying not to wake up her partner. Despite this Scott was able to feel the slight movement. He moved to sit up in the bed before looking down at his girlfriend. "Jean what's wrong?'' Jean stood up from the bed as she walked towards the room's window. She looked out over the forest and trees that surrounded the mansion. "I don't know Scott…but I feel uneasy about something…" Scott moved from his position on the bed so he could look out the window. He scanned the area looking for any disturbances on the Mansion's grounds. "It's probably nothing Scott." Jean turned away from the window, walking back to her bed. Cyclops stayed by the window continuing to scan the outside.

"Scott?" Jean looked at her boyfriend with a bit of worry. Cyclops continued to look out the window when he saw a small flash.

…**..**

**Lab Room **

Professor Xavier sat in his wheelchair as Hank worked on a little project. "If this proves my calculations correct then we might be able to expand Cerebro's range of location to a global level." The professor nodded at Hank's words. "If it does work I'll be able to locate more troubled mutants across the world." "We might need a bigger school then!" Beast said jokingly. The professor chuckled lightly. "Indeed Hank I believe t-" The professor's eyes widened in shock for a moment. Beast saw the expression and became worried. "Charles?" "Hank warn the others! We're under attack!" Beast immediately stood up. "By who!?"

"That would be us!" the two men whirled around to see a man dressed in all red and black with two katanas strapped to his back and to large pistols strapped to his legs. "Who are y-" Before Beast could question further a blast of Purple energy slammed into the blue furred scientist, sending him smashing through several tables. "Hank!" Charles wheeled his chair around and saw the barely breathing form of his old friend. Charles whirled around to face the red clad assailant. "You w-" "Sorry old man telepathy won't help you here!" Sure enough the Professor's mental assault proved useless in incapacitating the attacker. "Who are you!? What is Weapon Plus!?" The assailant looked impressed. "Whoa you actually were able to get something out of my head with that mind attack! Impressive but that ain't gonna help you." The red clad man through a small object that struck the professor's neck. "You…won-" Charles Xavier never finished his sentence as he fell to the ground unconscious. The assailant took another object from his suit and jabbed it into Beast's back. "Deadpool to Wraith, both targets sedated. Operation **Full House **is a go."

…

**Outside the Mansion**

After the green light was given by Deadpool, several teams of black ops soldiers rushed over the lawn of the mansion. Several assault choppers with weapons and extra ammo were en-route to the mansion. The troops headed for the front door before they fired off a grenade at the obstruction. The projectile hit home as wood and debris were sent flying through the air. Several soldiers rushed through the door, weapons ready. They were met with a blast of red energy that pushed them all out of the entrance they had made. One of the few soldiers who had managed to avoid the shot whirled around to look at the figure with a glowing red visor. "Get out of our house!" A blast of red energy slammed the lone soldier into and through a wall.

Another squad of soldiers raced towards the mansion. One of the soldiers raised a hand to his communicator before speaking. "Sir! We've encountered resistance! Requesting Maverick's assistance!" "Granted. Agent Maverick is in route to location." Before the armed intruders could proceed further, several were lifted into the air before being hurled into their fellow soldiers. A red haired woman wearing and X-Men uniform walked forward as several pieces of debris began to float around her. The debris began to pick ups speed as it turned into a hurricane of flying projectiles. Jean Grey hurled the attack at the intruders who scattered under the attack. Most of the mercenaries had been incapacitated by the storm of ruble that had been unleashed on them, but the remaining troops readied their weapons for an attack. A loud bamf noise was heard behind them. The turned around to see a dark furred mutant wielding two rapiers, slashing and stabbing several of the soldiers. "Open fire!" Nightcrawler leapt into the air swinging from the chandeliers wielding his swords like a pro. He sliced one soldiers before teleporting behind another. He grabbed the mercenary's vest before teleporting.

Kurt reappeared near the top of a staircase with a belt of grenades stolen from one of the soldiers. He pulled each pin before teleporting again. He rapidly began to teleport to multiple areas dropping a grenade each time. He finally stopped outside of the mansion's front as an explosion rocked the area. "Zat was explosive! HA HA!" Nightcrawler looked around the area he was in noticing it was empty. "Glad no one was here to hear zat!" Before he could teleport again a small red projectile slammed into his neck. "Arggh!" Kurt grabbed his neck ripping the object from his skin. He looked at what seemed to be a dart. "Wha…ooh…" the dark furred mutant then collapsed to the ground unconscious. "Aww…don't tell me your sleepy already! Well kid hope you like labs, cause that where you're heading!" Deadpool picked up the unconscious mutant before walking towards the forest where several soldiers had regrouped for their next raid. "What's the hold up?" Deadpool's question was answered by one of the soldiers handling the team's communications array. "General Wraith has informed us to wait for Maverick." "He's getting involved? Well this'll be fun." The mercenary then began to chuckle to himself before walking back towards the mansion. Overhead several helicopters were closing in on the mansion. As one chopper hovered over the mansion's roof several lines of rope descended from the chopper, followed closely by another squadron of mercenaries. As they landed on the roof, a beam of red energy slammed into the vehicles side causing it to explode. The recovering soldiers looked down to see Cyclops firing off multiple optic blasts at the incoming areal assault. "Team leader to base! Where the Hell is Maverick!?"

…

**Inside the Mansion**

Wolverine impaled another soldier with his claws before tossing him into an oncoming soldier. Their tranquilizer dart struck the feral mutant in the shoulder. Wolverine grunted as his vision blurred for a moment. He snarled as he whirled around to attack the shooter. A volley of ice shards impaled the shooter through the chest as Iceman unleashed a torrent of ice that formed a wall in the hallway. "Who fuck are these guys!?" The young teen shouted in anger. Wolverine looked at their uniforms. 'Why are they so familiar?' "Logan look!" Wolverine's thoughts were interrupted as he saw Bobby pointing to the window as several flashes of red light illuminated the lawn. Wolverine looked out the window and saw Cyclops in full uniform blasting the swarm of choppers that had began to form around the mansion. No far from the team leader was Jean, also in full uniform, hurling the wrecked choppers at the fleeing mercenaries. "Man their given them Hell!" Bobby exclaimed. Wolverine saw another chopper coming towards the sky but a rope had been extended from the side. Two figures dropped down from the side. "Yeah but not for long!" Wolverine gabbed Bobby by the arm and started dragging him. "We need to get the others."

…**.**

**Mansion, Underground Bunkers**

Colossus slammed another soldier into a wall before slamming another into a larger group. Shadowcat was busy phasing through the armed soldiers and delivering blindsided kicks to their heads. She pashed through another guard taking his side arm with her before using the weapon to slam it on the man's skull, rendering him unconscious. "Who are these guys?" Colossus grabbed another soldier despite being pelted with tranquilizers. He hurled the poor mercenary into his companions before answering Kitty's question. "Simple they are intruders who have attacked our home and for that they must pay!" The metal giant sounded even more intimidating with his deep Russian accent. Kitty phased another man halfway through the ground before delivering a round-about-house kick to the soldier's skull.

"I can't hear the professor or anybody else!" Colossus marched forward down the hallway, Shadowcat trailing behind him. "We need to regroup with the others!" Kitty nodded at her teammate's suggestion. "So where first? The labs?" "That was where the professor was last. We shall search there and then find the others." As they headed towards their destination an explosion rocked the mansion. "What was that!?" Kitty exclaimed. Colossus looked up at the ceiling as dust fell from the ceiling. "We need to move!" The two X-Men then rushed forward heading to their destination.

Colossus smashed through the lab doors and proceeded inside looking for any sign of the professor or Beast. "What happened!?" Kitty exclaimed as she saw the destruction in the room. Kitty bent down and picked a small cylindrical object off the ground. "Is this a bullet casing?" Colossus took the casing from Shadowcat before examining it. "This looks like a tranquilizer dart. In Russia the mob would use it for kidnapping jobs. This one looks like its been modified." "How?" "The size is larger. This means it was used to keep some one out for several hours more than a regular sedative." "I do not like the sound of that!" Another explosion rocked the building causing the area to shake. "We need to get to the surface now!"

…

**Mansion, Outside**

The fight had started to turn in the X-Men's favor as Jean and Scott gave weapon X's air support Hell. The choppers couldn't even get close to the attacking mutants without being shot down. Unfortunately while the two X-Men were fighting off the choppers, two figures had made it through to the mansion. Both were rather large in size for a normal human, one wore military fatigues with a whit muscle shirt and bandages wrapped around his arms. His nails looked like a lions but were coated in metal. The other one looked like a walking armory carrying several guns and wearing heavy battle armor with a metallic facemask. "Sabertooth take out the mutants inside the house. I'll deal with these two." The mutant known as Sabertooth snarled at his armored compatriot. "Don't tell me what to do Nord! Next time you give me an order I'll rip your ears off and make a necklace of 'em!" The feral mutant dashed forward heading straight for the green house. Maverick looked at the two mutants currently obliterating Weapon Plus's air force.

Maverick began to walk forward towards the mutants, drawing to pistols as he did so. He leveled his sights on Cyclops before pulling the trigger. The bullets flew towards the energy-projecting Mutant, only to be stopped by an invisible force. Maverick frowned at this from under his mask. He saw Jean Grey floating several feet above the ground, eyes glowing from the use of her powers. She crushed the bullets that she held in her telekinetic grip. "So your with them huh? Take this!" The powerful mutant unleashed a massive wave of kinetic energy that slammed into Maverick sending him through the tree line that surrounded the mansion. Much to her shock, Maverick leapt from the ruined foliage, looking completely unharmed, as he began to open fire on the red-haired beauty.

Jean countered the oncoming attack by using a wall of telekinetic energy to block the bullets. Cyclops locked his gaze onto the gun-toting assassin and unleashed a powerful blast of energy. Maverick saw the beam coming and only planted his feet into the ground to steady himself. The attack struck the armored mercenary head-on as the beam of red energy pushed him back. The blast finally dissipated as Maverick began to stand up. Cyclops and Jean stood in shock at the durability of the Mutant soldier. "Is that it? Kinda disappointing." Maverick's hands began to pulsate with green energy. "My turn!" The armored giant unleashed a blast of green energy that was countered by a beam of red energy from Cyclops. The force of the blasts created a shockwave that rippled across the area, shattering windows and forcing the choppers to retreat from their assault. The blast wave finally dissipated as the two mutants stared each other down. "Who are you people!?" Maverick refrained from giving Cyclops a reply as he readied one of his pistols. Before he could pull the trigger a large boulder slammed into the mutant mercenary.

Maverick was sent sprawling down on the ground as the boulder reshaped itself into the form of an arm. Said appendage began to crawl back towards a large stone figure. "Hey back off asshole!" The rocky arm reattached itself to Rockslide's massive body as he stood ready for a fight. Maverick picked himself up as his fist began to glow with green energy yet again. "Annoying." He deadpanned as he drew his sidearm. He fire off several bullets, each one bouncing off of Rockslide's body. "Come on motherfucker lets see what you got!" Rockslide charged forward fist drawn back to pummel the armored mercenary into the ground. Maverick charged forward and was struck head on. Skidding back several feet, Maverick fell to a knee. He looked up at the granite giant, a smirk plastered on his face. "You shouldn't have done that!" Maverick's left hand began to glow with green energy as he struck forward, driving his fist into Rockslides stomach. The granite giant was stunned at how powerful the blow actually was. The attack actually broke the granite like material that made up his body. "The fuc-" Santo's sentence was cut short when a blast of energy sent him back, courtesy of Maverick. "Santo!" Jean exclaimed in concern. Cyclops fired off another set of optic blasts, this time set to his visor's blinking mode. The multiple shots of energy destroyed the ground that Maverick Stood on causing dirt and dust to cloud the assassin's view.

Jean lifted the young mutant off the ground as he clutched his stomach. "Gut hits pretty hard!" Rockslide exclaimed through ragged breaths. Cyclops stood in front of the teen, visor ready to fire. "Rockslide where are the others?" The young mutant looked up at his leader before speaking. "Surge and Mercury are holding off a squad of those goons near the library, Dust is given them Hell with Chamber and Husk, I got know idea where anybody else is!" Cyclops thought this over before speaking. "Jean, Rockslide, go rally the others! I'll stall until you get back!" Knowing her lover was right Jean reluctantly motioned for the larger mutant to follow her. Scott saw from the corner of his visor that his teammates were retreating to regroup with the remainder of the team. He turned his gaze back to the smoke cloud just in time to dodge several flying bullets that ripped through the air. Cyclops rolled on the ground before readying his visor for another shot.

Maverick stomped out from the dust cloud and marched towards the lone X-Men. "It'd be easier if you just gave up." The armored soldiers stated. "Not going to happen!" Cyclops unleashed a blast of energy that ripped through the ground as it made its way towards his adversary. Maverick crossed his arms taking the brunt of the attack. He still stood unharmed as the glowing energy that surrounded his hands remained. "Why would you attack us if you're a mutant too!?" "I have my orders." The mutant mercenary charged forward reeling his fist back. He struck forward, Cyclops barley managing to dodge the attack, as it slammed into the ground creating a crater.

"Yeah!? And who gives you those orders!?" The mercenary remained silent as he dashed forward trying to land a hit on the X-Man. Cyclops evaded the attack before delivering a knee strike to Maverick's stomach. The man let out a short grunt as he struck back with a fist to Cyclops's stomach. The X-Man was sent flying back. Scott rolled on the ground before stopping in a crouched position. He pressed his down on his index finger, triggering the firing mechanism built into his suit. The laser shot out from Cyclops's visor, barreling towards the mutant mercenary. Maverick slammed into the attack pushing forward despite the force of the laser's assault. Cyclops use this opportunity to get closer to his enemy before cutting off his optic beams and throwing a sidekick to the man's head The blow struck dead on, causing the mercenary to step back. Cyclops pushed his assault with several well-placed blows. Maverick took each shot, blocking others, and retaliating with his own blows.

Cyclops had to avoid every shot the soldier took at him; 'If I take a hit from this guy then I'll be out like a light!'. Cyclops dodged another haymaker before delivering an elbow strike to Maverick's jaw. The attack barely fazed the giant as he continued to attack. Cyclops caught one of the giant's attacks by locking his arm over Maverick's. He then used a leg sweep, bringing both of them to the ground. Cyclops locked his legs over Maverick's body, setting them up for an arm-bar attack. Using all his strength, Cyclops pulled back on the appendage causing it to snap. "Graagh!" Maverick snarled in pain before flexing his arm. To Cyclops's horror, the formerly dislocated arm snapped itself back in place. Using this to his advantage, maverick used his superior strength to lift the X-Man into the air before hurling him at the mansion. Cyclops was sent crashing through the windows of the building before smashing into a coffee table and slamming into a wall, causing cracks to form on its surface. The mutant fell to the ground unconscious.

Maverick walked towards the house, raising his wrist communicator as he did. "Deadpool?" A moment passed before the overly cheerful voice of Weapon Plus's 'Merc with a mouth' answered. "Sup Davy?" Grimacing a the name Deadpool had used as a nickname, Maverick continued, "Cyclops is down. What of the others?" "Well…I took down Xavier and bigfoot…plus the elf." Maverick knew he meant Beast and Nightcrawler. "Anyone else?" "I'm pretty sure Sabertooth got some chick in a cloak and the phasing girl…he's still dealing with metal head though." A loud crashing noise was heard on the other side of the line, causing Maverick to stop his retrieval of Cyclops to ask his Weapon Plus comrade a question. "What was that?" "Looks like they just brought the fight here! See later Mav'!" the line then cut out as Deadpool signed off.

…**.**

**Underground Levels**

Colossus was in a tight spot as he dodged another claws swipe from the animal-like mutant before delivering a powerful punch to the mutant's stomach. Sabertooth was sent flying into a wall, leaving a good-sized dent in the metal walls. Colossus looked at the mutant as he rose to his feet, a psychotic smile plastered on his face. "Good to see you X-Men have some fighters among you! That white haired bitch could only give me a decent challenge!" Colossus's rage grew as the mutant spoke. "What did you do to Storm!?" "What I'm about to do to you!" Sabertooth lunged forward tacking the metal giant to the ground before slashing at him with is adamantium claws. Colossus cringed in pain as the claws sank through his metal form.

Not one to be stopped by pain Colossus delivered a powerful punch to Sabertooth's jaw before kneeing him in the stomach. The feral mutant grunted in pain before he was lifted into the air and hurled into another wall. Colossus dashed forward, striking the mutant with blows that would kill any normal human, but thanks to his healing factor and adamantium skeleton, Sabertooth took the blows in stride. "That's what I'm talking about!" Sabertooth used his fangs to bite down on the metal giant's arm. "Guuurgh!" Colossus slammed his arm into the wall, conveniently slamming his aggressor into it as well. He grabbed Sabertooth by the throat, placing him in a headlock as he squeezed his arms together. Sabertooth slashed in clawed at the X-Man's arm, drawing blood even through his metallic cover. Despite the pain Petor's rage far overpowered the mutant's attack. "You are dead!" the Russian mutant called out before he was struck by a blast of electricity from behind. The shock from the attack was enough for Sabertooth to break free from the chokehold and strike Colossus across the face. Before the armored X-Man could retaliate another blast of electricity struck him, and unlike the last one it continued until he fell to the ground unconscious. His skin began to retract into his body, proof of his defeat.

Sabertooth snarled as he raised his claws to kill the Russian X-Man but two swords blocked his assault. The feral enforcer glared at the mercenary who had intercepted the attack. "Out of the way Wade!" Deadpool remained undeterred as he forced Sabertooth away from Colossus's downed form. "C'mon kitty cat, play nice!" The joking tone of the red clad mutant only served to irritate Sabertooth more. "That's my kill!" "Wrong!" Deadpool answered as if he were on a game show, his voice imitating the sound of a buzzer. "It's Weapon Plus's prize. Now back off." The mutant's tone had dropped from a cheery and sarcastic tone to a serious one. Sabertooth saw Deadpool's left hand resting over his machine pistols while his right gripped a Katana. "Come on Creed your smarter than this…" Deadpool said rather tauntingly. Sabertooth snarled as he readied hi claws. "That's enough of the fighting from you two!" Maverick's voice drew the mutant's attention to their coms. "Colossus is down. That leaves some of the younger crew, the redhead and Logan." Sabertooth snarled at Deadpool's words. Noticing this Deadpool spoke up. "Remember Creed we take him alive. The same goes for the others. You can satisfy your hobbies when you get back to base." Deadpool turned his back on his Weapon Plus comrade as he picked up the unconscious forms of Shadowcat and Dust. He then grabbed Colossus's arm before teleporting in a flash of purple light.

Sabertooth remained alone in the hallway as he glared at the spot where Deadpool had once stood. "One of these days…" Sabertooth stopped his grumbling when he picked up a familiar scent. The second he recognized it a sinister grin spread across his face. "Glad we got a healing factor. I'm gonna enjoy killing you for days, Runt!" Sabertooth then headed off down the corridor aiming for his next target.

…**.**

**Mansion Living Room**

Wolverine pulled his claws free of another soldier before hurling him over a banister. Another group of soldiers burst into the room before a wave of frost covered them, freezing them solid. "These guys just keep coming!" Bobby exclaimed as he rounded a corner, Chamber and Mercury following behind him. Wolverine looked over their group as they descended down the stairs to ground level. "Where's the rest of the team?" Chamber was the first to respond to Wolverine's question. "Rockslide's with Jean, Surge and Husk went to evacuate the other students into the exit halls. They should be near the safe house by now." Wolverine grunted in response. As the group reached ground level Wolverine stopped. The others followed suit, taking defensive positions. Bobby transformed himself into ice, while Mercury changed her arms into blades. Chamber stepped towards Wolverine. "Logan what is it?" The feral mutant sniffed the air twice before unsheathing his claws. Chamber and the other teen stepped back, wary of their mentor's hostile attitude.

Logan recognized the scent and it was one that he hated the most. He whirled around to warn the younger X-Men. "Get out of here now!" As soon as he spoke those words a large figure burst through one of the mansion walls and slammed into the senior X-Men. Wolverine was thrown through another wall as the larger figure began to taunt the feral X-Man. "Hey there Runt! Been playing teacher here for awhile!?" The attacker then turned his gaze to the group of teenage mutants that looked in shock at the mutant who had just floored their mentor. Bobby was the first to recover as he let loose a volley of ice-shards. Sabertooth leapt forward dodging the assault while barreling into the young mutant. Before the other could react, Sabertooth brought his fangs down on the arm of the young X-Man, ripping through the ice that composed the arm. Chamber had recovered enough to at least call out. "Bobby!"

Iceman was in extreme pain at the loss of his arm, luckily he could still hold his own despite the loss. He morphed his remaining left arm into a blade of ice and thrust it forward, piercing through Sabertooth's stomach. "Gaak!" The feral mutant was rather surprised that Iceman had been able to recover, let alone attack him. Bobby used both of his legs to push the larger mutant off of him. He grabbed what remained of his arm as it began to melt. The liquid spiraled up his left arm before flowing into the stump that made up his right. Soon enough his right arm was as good as new. "Shouldn't have done that when I was ice!" The other mutants took their senior's lead as they decided to aid in the retaliation.

Sabertooth's stomach had healed by this point. He glared up at the group of X-Men and grinned. "So we actually got some fighters here…this is gonna be fun!" "Yeah for us asshole!" Chamber unleashed a blast of psionic energy that ripped through the floor as it barreled towards Sabertooth. Smirking, Sabertooth leapt to the side avoiding the blast. Mercury dashed forward using her blades to slice the feral invader. Sabertooth retaliated by countering her blades with his own claws. He then struck forward slashing her stomach. The large wound immediately began to reform as if it never happened. Mercury smirked as she expanded her liquid-metal form to restrain her attacker. Her metallic form shifted into several thick rope-like strands that rapidly wrapped around her opponent. Sabertooth snarled as Mercury restrained his movements by coiling around him like a python. Chamber aimed his hands at the mutant's head. "Lets see you heal from this!" Chamber charged a concentrated shot of psionic energy, but before he could fire, he was struck from behind by a red clad figure. Jono was sent flying back several feet. When he landed he looked to see a man dressed in all red with black diamonds around his mask where the eyes should have been. "Watch where you're shooting junior!" Jono rolled to his side as he rose to his feet he then unleashed a blast of energy. Deadpol leapt over the attack and landed in front of the New Mutant. Chamber smirked at this. 'Suck it asshole!' his chest glowed with energy for a brief moment before he unleashed it into a collective burst. Deadpool was sent flying back, part of his costume smoking from the energies that were unleashed onto his body.

'That hurt…' Deadpool thought as he rose from the rubble. Iceman and Mercury were currently dealing with a freed Sabertooth when a large explosion rocked the building. A wall was blown open as Maverick was thrown threw the room. He smashed into a wall before slowly rising to his feet. Rockslide and Jean burst into the room, ready to finish what they started. They stared in shock at the scene before them as Mercury was flung to the ground, Bobby following shortly afterwards. Sabertooth stood over the two, a sinister smirk adorning his face. "More lambs to the slaughter!" Before Sabertooth could make a move towards the new arrivals a table flew through the air, smashing him in the face. Sabertooth whirled around as he glared at his enemy. "Not gonna happen Creed!" Wolverine walked out of the wall he had been slammed through, claws ready. "You bastards attacked my friends and my team…better hope your healing factors can keep ups because I'm going to tear you all apart!"

**Chapter 2 done. Hope you enjoyed the fights and the new characters. I'll try to update as much as I can, but shits piling at school so please be patient. **


	5. Chapter 5

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners. **

**Chapter 3**

**Home Invasion Part 2**

**Xavier Institute for Gifted Youngsters**

Wolverine stared down his hated enemy as he walked forwards into the room. His claws were unsheathed and ready to slice Sabertooth to ribbons. Said mutant was growling like an animal as the two feral mutants stared each other down. "Huh, guess you're not so soft after all Runt…" "Fuck you Creed!" Wolverine shot forward aiming straight for his deranged adversary. Sabertooth followed suit unsheathing his claws. The two mutants tackled each other, Sabertooth gaining the upper hand. Wolverine stabbed his right claw into the shoulder of his enemy causing the older mutant to grunt in pain. Logan used both of his legs to launch the giant off of him, causing Sabertooth to collide into the balcony's railing.

Wolverine whirled around to face Maverick and Deadpool (who had since recovered from Chamber's attack). Seeing the two mercenaries made Wolverine snarl. "What are Weapon Plus lackeys doing here!?" Deadpool was the first to respond. "Logan buddy! We missed you! Ya know, no one calls me bub anymore! And Red, well he a pain to deal with…" "We're here to apprehend you and your colleagues." Maverick's statement cut off Deadpool's idiotic rant. "Oh yeah, that too!" A large amount of broken would flew through the air, barley-missing Wolverine. Sabertooth crawled out of the fallen remains of the balcony before snarling at his former partner. "Weapon X…" Wolverine snarled at that comment. "Do not call me that!" Wolverine leapt in the air aiming straight for Saberooth's head before he was shot back by a blast of energy, courtesy of Maverick. Wolverine slammed into the floor, coughing as he tried to breathe again.

"You're coming back with us Logan. You and all of your comrades." Maverick approached the downed mutant with his gun drawn. Wolverine back flipped from his position on the floor as he landed on the balls of his feet before he leapt forward. Maverick was caught off guard by the sudden attack as pain shot through his body. Wolverine wrenched his left hand free of Maverick's stomach, releasing the blood it contained. "Gurk!" Maverick stumbled back before Logan sliced his shoulder. "Your powers don't do much good when they're not full of kinetic energy do they Nord!?" Maverick fell to the ground grasping his wounded side. "Wade and Sabertooth I get! But you!?" Maverick looked up at Wolverine's question. "I'm following my orders…" "Yeah and you always hated those orders! What about your daughter!?" "Daughter?" Maverick's expression was one of confusion. "I don't know what you're talking about. My mission is to bring you in." Maverick stood up as the wound in his stomach sealed itself up. "Guess they gave you part of my healing factor…" "They gave every operative a dose of your healing factor!" Deadpool exclaimed. "Yeah and unfortunately Wilson got too much…" "Awww…. Is the big old pussy-cat mad that he can't kill me?" Sabertooth slashed Deadpool across the chest causing blood to fly. The remaining X-Men looked in shock at the actions of the feral mutant. 'Wait for it…" A coughing noise was heard as Deadpool's body began to rise from the floor. "Dammit…" he muttered.

Jean had seen enough as she began to concentrate as objects along the room began to float in the air. The mutants looked at the objects, Weapon Plus in irritation, the X-Men in awe. Jean slammed her hands together as the objects slammed together around the three mercenaries. The cocoon of objects lasted for about a second before it exploded. Maverick stood in the center of the destroyed area, his body emanating with energy. Wolverine snarled at the remaining members of Weapon Plus stood almost completely unharmed. Wolverine turned to look at Jean. She saw the look on his face before responding. "Logan no y-" "Its happening Jean! Do it!" Jean had read Logan's mind and she didn't like what he was thinking, but seeing the situation there was little other options. The red haired mutant nodded her head reluctantly before raising her hands. Her eyes glowed purple as the New Mutants and Iceman were dragged out of the room. Rockslide and Chamber looked at their mentor in disbelief. "What are you doing!?" Chamber exclaimed. "Following Logan's orders." Chamber could see tears in her eyes. Rockslide finally realized what Jean was planning. "No… you cant these guys have the others!" "I know…" Tears fell from the redhead's eyes as she brought her arms down. The mansion's roof began to crumble as Jean used her telekinesis to collapse the roof on the room.

Chamber steadied Bobby while Rockslide gingerly picked up Mercury. The two New Mutants watched as their mentor was sealed under a massive pile of rubble. "We just left him…we left everyone in there…" Chamber's muttering only enraged Rockslide who turned towards Jean. "What the fuck!? We left everyone behind!" "Logan has a plan we need to trust him. We're heading towards the safe house." Jean left no room for argument as she levitated her allies into the air.

…**..**

**Mansion**

Logan broke out of the rubble, bleeding and bruised. 'This plan better work…" Logan took a small device before he unsheathed his middle claw and sliced open his side. "Urggh…" Logan slipped the device into his side. As he began to pick himself up a loud bang echoed though the night air. Logan grunted as he fell to his knee. "Logan…" Wolverine snarled as best he could as his vision began to cloud. He turned to see Deadpool holding a gun. "I shot you!" Logan took three steps forward before falling to the ground. "Deadpool to base. We got the packages…send the pickup squad." Deadpool walked forward before crouching next to his former teammate. "Logan old buddy…your gonna love what's coming!"

…**.**

**Safe House**

Surge and Husk sat near the entrance to the bunker, standing guard for any sign of the intruders. A loud bang emanated from the other side of the door. Surge and Husk leapt to attention. Surge raised her hands as electrical energy circulated around her hands. Husks skin started to shed as a diamond like layer appeared over her right arm. The bunker door began to open, the hydraulic locks retracting into their holding places. The door opened to reveal five shadowy figures. Surge let loose a blast of electricity at the group, only to see it blocked by a wall of solid ice. "Cool it Surge!" Bobby stepped through the wall of ice (literally walking through it) to stand in front of his junior. "It us." Surge and Husk both sighed in relief as they saw most of their teammates enter the room.

Husk was the first to speak up as she hugged Chamber; much to the latter's embarrassment. "Where are the others?" Jean hung her head as she walked past her students, to ashamed to face them. Bobby decided to spare her the job of answering. "They got captured." "What!?" Surge shrieked her hands and body sparking with blue electricity. "We need to help them!" Surge stormed forward, intent on rescuing her friends, but she was intercepted by Bobby who grabbed her wrists, freezing her gauntlets. "Let me go Bobby!" "Not until you calm down!" "Calm down!? Our friends are in trouble!" Husk had finally pitched into the conversation, her own rage taking control. "We have a plan so CLAM DOWN!" Frost began to spread across the room alarming everyone present. Realizing what he had just done, Bobby quickly shifted into his human form, retracting the ice as he did. He let go of Surge who backed away from him cautiously. Rockslide stepped forward as he and Mercury looked around the bunker. "So where are the other kids?" Husk decided to respond to this. "They're asleep below us. They're still pretty shaken up though." "Can't blame them." Mercury said as she sat on one of the room's chairs. Bobby walked towards Jean who had slumped against the wall.

Kneeling down so he was next to her Bobby spoke. "So we gonna go with the plan?" Jean remained silent but she nodded her head. Bobby looked at her before speaking again. "They'll be fine. Scott and Logan are with them; as long as the team stays strong they'll make it. We need to do OUR part and help them." Jean nodded as she stood up. Bobby followed suit as they turned to look at the New Mutants. "Oh here's the plan. Wolverine let himself get captured so he could lead us to Weapon Plus's base." The New Mutants looked at Jean before Surge spoke up. "Those the guys that kicked in our front door?" Bobby nodded his head. Jean continued to speak. We have his signal so we're going to launch a counter raid on their base. We have a few hours at most to prepare." The group nodded as Jean telepathically relayed their instructions. Bobby turned to look at Jean. "Hey I know the guy is on Logan's good side…. but can we really trust him?" "We don't have a choice. We'll talk to him. But if he tries anything…I'll wipe his mind until he's drooling on the concrete!" Bobby nodded his head as he headed towards the locker area of the bunker. "Well…let's go meet him."

…

**Unknown Location**

The area looked like a prison rom a Sci-fi movie. The cells were large as they varied in both size and structure. One of these larger cells currently held a young brown haired girl. Kitty Pryde slowly opened her eyes. Her head was pounding and her body felt sore. She lifter her self off the ground as she took in her knew surroundings. Upon seeing the room she could only mutter a single word. "Wha-!?" "Kitty…" Said girl whirled around to find Cyclops lying on the floor a few feet away from her. "Scott!" Kitty ran to her team leader, as he stayed slumped against the wall of the cell. His visor had been removed and replaced with what looked like a metal lock that covered his eyes. He wore a collar with a glowing yellow core on its back. Kitty knelt down next to him as she saw how injured he was. His arm seemed slack (Kitty assumed it was dislocated) and he was sporting several cuts and bruises. Kitty felt around her own neck and realized that she too was wearing a collar. She also noticed that their clothes had been changed, they were now wearing matching red prison uniforms.

"Who was the creep who changed us?" Kitty grumbled. "Don't know…. just woke up…" Kitty looked down at her friend as she sat next to him. The dark room had very few light fixtures that barely provided enough room to see more than a few meters at a time. She could see several eyes glaring at them from the darkness. "Scott…were not alone…" "How many?" Kitty couldn't get an accurate count as the figures continued to move in the dark. ''Can't tell." One of the figure stepped into the light, he was a large mutant as tall as Beast but with white dense skin and a demon-like face. He had glowing orange eyes and a muscular build. He had pronged feet that were connected to hind legs. His hands ended in curved claws. He stepped towards the two X-Men, the other figures following shortly behind him. Kitty stood protectively in front of her downed leader. The large mutant walked towards her undeterred. "Stand aside…" a raspy voice emitted from the mutant's mouth. Kitty glared defiantly at the pale mutant. "I'm not moving." The mutant growled at the defiant girl before motioning his hand behind him. Several figures (men and women) began to walk forward.

Kitty held her ground as Cyclops and her became surrounded by the other prisoners. Two of them stepped forward and attempted to restrain the young teen. Kitty retaliated by delivering an elbow to ones face and a knee to the other one's groin area. The second attacker dropped to the floor while the first backed off gripping his nose. The pale mutant snarled as he stepped forward only to be attacked by Shadowcat. She struck forward with a sidekick but the larger mutant easily countered the assault. He grabbed her by the throat before tossing her to the crowd. Said crowd caught the young mutant who struggled to break free of their grasp. The larger mutant walked forward towards Cyclops who had finally been able to stand upright. "Let…her…go!" Cyclops readied himself for a fight despite knowing that he stood no chance in his condition. The larger mutant grabbed the X-Man by the shoulder. Cyclops struck forward with a fist to the pale creatures face. The blow connected as the creature grunted in pain. This did not deter the larger being as he slammed Scott into a wall causing him to remain still.

The pale mutant grabbed Cyclops's dislocated shoulder making the man grunt in pain. "Brace yourself…" the larger mutant said. He then snapped the dislocated shoulder back into place causing Scott to scream in pain. "Arrgh!" The larger mutant braced the older X-Man as he lowered him to the ground. "Let her go…" the pale mutant gestured towards the crowd of prisoners who then released Kitty. The young woman stumbled forward before rushing to Cyclops's aid. "Scott! Are you okay!?" She helped to lift him to his feet glaring at the pale mutant. "What did you do!?'' To his credit the larger mutant didn't flinch under the teen's rage. "Caliban did what was needed. His arm was injured…Caliban fixed it." "Kitty it's alright…don't feel great but at least I can move my arm now…" Kitty helped to lower her injured friend to the ground. "Where are the others?" "Don't know…" Scott's half-hearted answer didn't reassure Kitty one bit.

"Caliban saw the new prisoners being brought in with you. They were taken to the other cells." Kitty and Scott looked up at the mutant known as Caliban. "You saw them!?" Caliban nodded. "The one they call Weapon X was brought to the doctor. I cannot guarantee his safety." "Who else did you see?" Caliban looked at Kitty before he responded. "A large man and a woman wearing a cloak. A man in a wheelchair was dragged in not long after." "The professor…" Scott said still nearly out of breath. "Any one else?" Caliban could see the pleading look that Kitty was giving him. "I didn't see anyone else. I'm sorry." Kitty looked a little dejected until another voice spoke up. "I saw them carry in a big blue guy and a dude with dark fur and a tail." The small group turned to look at a prisoner with short spiky hair. She had the look of a punk rocker and seemed to fit the prisoner look rather well. "Dazzler, don't forget about the girl with white hair." The one called Dazzler turned to look at another inmate with an eye-patch covering her right eye. "Oh right. Yeah there was another chick with white hair who they dragged in here." "They got Storm too!?" Kitty looked down at Cyclops who wore a grim expression. "Looks like they got most of the team." Caliban shook his head. "No. I overheard the soldiers saying several mutants had escaped." Kitty looked hopeful at this. "Did they describe them?" "Not in detail. That is all I heard." Kitty sat down next to Scott. "Well… at least we know that they're still out there…" Cyclops weakly nodded his head as the group of mutants sat/stood in silence.

…

**Lab**

Logan awoke from his groggy sleep with a slight headache that soon dissipated (courtesy of his healing factor). "Wha…What happened…?''. Logan looked around once his eye had recovered enough to focus. He saw a large room with sleek metal walls surrounded by lab equipment. He tried to move but he found himself restrained by several mechanical locks around his wrist and ankles. He was currently locked at a slanted angle facing down in and x position. He tried to move his wrists but found they were locked in place. 'Damn.'

As he tried to formulate a plan to escape, the doors to the lab opened as four figures entered the room. Logan snarled as he saw who entered. "Logan! Man it's been a while! Man have we missed you!" Deadpool's overly cheerful tone only served to irritate Logan more. "Shut up Wilson before I rip out your tongue!" These words came from a large pale man in red armor. The man had a blonde ponytail that went down his back and spoke in a heavy Russian accent. "Yeah excuse Red here…he still wets the bed!" This last part was stated in a mock whisper. Needless to say the large Russian didn't take this in stride. He unleashed a metallic coil that rapped around Deadpool's neck. "Hey I was Ki-garh!" Deadpool was hoisted into the air as the cables began to strangle the chatty mutant. A bald man wearing a long lab coat looked at the large mutant through his glasses. The man apparently understood what that meant as he dropped Deadpool to the ground, the latter coughing as he was released. "Despite Deadpool's idiocy, we are indeed happy to have you back, Weapon X." wolverine snarled at this as his claws jutted from his wrists.

"Don't bother Runt. Even if you could move your wrists, those locks are made of adamantium." Wolverine growled at Sabertooth before redirecting his gaze to the bald man. "What do you want with my friends Cornelius!?" The man now known as Cornelius looked at Wolverine with a calculating gaze. "Weapon Plus needs more operatives, and trained mutants with actual combat experience are hard to come by. Luckily you and your team have been recruiting said mutants for us. We greatly appreciate the help." "They're kids! You'll take everything away from them! Just like you did to me!" Wolverine was thrashing around, the locks restraining any attempt to assault the man who had caused him so much pain and loss.

The doctor didn't look fazed in the least. "Yes. I will turn them into loyal soldiers of Weapon Plus. And you will join them after we wipe your memories again. Wraith is quite pleased we have you back. And although a scientists shouldn't play favorites with his experiments…you were indeed my favorite specimen." The doctor smirked before leaving the room. Logan noticed that on his right hand was a three-pronged claw for a hand. Wolverine smirked as he spoke. "Guess that lasted even after I took your hand, huh?" The doctor stopped for a moment before proceeding through the door Omega Red and Sabertooth following him, the latter sending a sinister glare in Logan's direction. As the doors closed Deadpool picked himself up from the ground, still rubbing his neck. "Man I hate that guy…" Deadpool looked at the scowling face of Wolverine before he walked forward. "Hey if it makes you feel any better, a couple of your guys made it out. I mean we'll probably catch them too, but hey at least they get a couple of days head start am I right!?" Wolverine growled at the mercenary's words. Deadpool smirked from under his mask before he walked towards him drawing a pistol as he did so.

"In other news… Silver Fox tried to kill you in your sleep." Wolverine raised an eyebrow at this comment. "Man she really hates you. I mean we all hate you! But Silver Fox…she **Reeeaaaallly **hates you! Probably didn't help that you broke her heart!" Deadpool twirled his pistol around his hand as he spoke. "Better that than listening to you talk, Bub." Deadpool started to laugh at this. "There it is! Man I've missed being called that! Y'know it hasn't been as lively around here without you getting into fights with Red and Sabertooth." Wolverine growled as Deadpool leveled the gun in front of his forehead. "Hey still got that unbreakable skull?" Deadpool pulled the trigger of his gun as a loud bang echoed through the chamber. "Oww…Dammit…"

…

**Prison Chamber**

Professor Charles Xavier awoke to the sound of metal screeching on metal. He opened his eyes to see an African-American man in a general's uniform walk into the room, followed closely by a large man in armor with a facemask. "Hello Xavier." "Who are you?" the professor asked, still groggy from the effects of the sedatives. "I am General John Wraith, Director of the Weapon Plus program." The professor glared at the man before speaking again. "Why have you attacked us? And where are my students?" The older man was barely keeping the rage from leaving his voice. Needless to say if the professor could rip the information out of Wraith's head he would have, regardless of the mental damage it would create in the general's mind.

"Your school is a potential threat to national security. I decided to end that threat while turning its personnel into assets for our great country." "What do you mean!?" "They will become the newest enforcers of the Weapon Plus program. Once they're memories are erased we will reprogram them. You too, of course. After all a mind is a terrible thing to waste, especially one like yours professor Xavier." The professor could only glare at the man. "If I could still feel my powers I would rip your mind to pieces!" The general merely smirked at the response. "Indeed you would if you had your powers. The collar you're wearing suppresses the mutant X-gene. Much like the other prisoners. Now if you will excuse me, I have to greet an old friend. You may know him." As wraith walked away Charles looked up at him. "What do you mean?" "One of your X-Men was once a former member of our little operation. We know him as Weapon X, but you and your X-Men call him…Wolverine." With that said the general and Maverick left the room. Xavier sat in his prison chair, deep in thought.

…**.**

**Prison Cells**

Kitty tried for the eighth time to remove the lock that covered Cyclops's eyes. After struggling for about a minute, Kitty finally gave up. "Man! That thing just wont come off!" "It's fine Kitty. It's better this way. If those guys decide to turn off the collars then my powers could kill anyone I look at." "Scott…" Kitty didn't like it when her friends talked about themselves in such a depressing way. Caliban stepped towards them and grunted. "Removing those collars is impossible. Caliban has tried. We all have." Kitty looked at the bigger mutant with suspicion, needless to say, she still didn't trust him. "If they suppress our powers then why do y-" "The collars shut off most of our powers. But more physical mutations still stay present." Kitty and Scott looked to see the mutant with the eye-patch (Named Callisto) walking towards them, the girl named Dazzler trailing a few steps behind her. "Oh, thanks." Kitty said. Scott looked in the direction her heard them speaking from and asked his own set of questions. "Where did capture you guys?" Callisto looked down at the blinded X-Man before answering. "They picked up most of us in the tunnels under New York. We call ourselves the Morlocks. Most of us were mutants with either physical mutations, or ones we just couldn't control. We lived in the tunnels for a while, but then these guys showed up and captured most of us. Only a few got away. We've been here about a month." "I'm sorry." Callisto nodded as she leaned against the nearby wall.

Kitty looked over the prison cell an noticed several mutants with blank gazes and slouched postures. "What's wrong with them?" Kitty pointe towards the group of mutant as the other followed her finger. When Caliban laid eyes on the mutants he snarled. Callisto looked at the mutants with a hint of pity in he eyes. "They're lost." "What?" Kitty was confused by the cryptic answer she received. Caliban decided to enlighten her. "One of the wardens takes them to Silver Fox. She is responsible. She erodes their minds for her own purposes and leaves her victims like this. She disgusts Caliban." "You mean a telepath did that to them?" Scott spoke up. "Caliban grunted in response.

…

**Unknown location**

Bobby Drake and Jean Grey arrived at the sight of the peer. It was the middle of the night and even the dock lights did little to illuminate the area. Jean scanned the area over until she stopped. She pointed her finger toward a stack of crates. Bobby stepped forward his right arm morphing into his ice state. "We know your there. Come out before bobby turns you into a popsicle." No one emerged from the area, instead a voice called out. It held no trace of fear or intimidation in it as it spoke. "That's the best threat you can come up with? I thought Wolverine did a better job of teaching you." The voice, distinctly male, called out almost tauntingly. It had the affect pissing Bobby off as his frozen arm began to grow in size producing spikes as it did. "How about I smash my fist into your ba-" "Easy kid…gotta keep that temper in check." Bobby raised his arm ready to rain a shard of icicles into the stack of crates. Jean halted his attack by gabbing his left shoulder. Said redhead walked forward.

"I can assume you know what's happened, am I right?" There was a pause before the voice spoke again. "I do. I'll admit, I didn't see it coming." "And?" The voice answered Jean's question with a bit of irritation. "And now you want my help. Sorry but I can't help you. Neither will my organization." Before Jean could unleash the now boiling rage that coursed through her, the voice spoke again. "And I especially can't tell you that there is a flash-drive containing the schematics to most of the facility including several of its defense protocols stored in a crate about ten feet from Mr. Drake." The two mutants looked stunned for a moment before Bobby walked to the crate conveniently located ten feet from him. He slowly opened the box and found a small silver flash-drive with an eagle on the front as a logo. Bobby held up the drive so Jean could see it. The female mutant turned to look at the crate before she spoke. "Is that it?" "It is. I can't get involved officially. But that doesn't mean I can't turn a blind eye. Literally." Jean looked at the drive bobby held in his left hand. She then looked towards the crate. "How can we be sure that your not in league with them?" There was no response. "You better answer her…" Bobby spoke up allowing several more spikes to form. Still, no response came. Jean lost what little patience she had left as she released a blast of telekinetic energy into the crates. The obstruction crumbled under the force of the blast leaving nothing but a pile of splinters.

Jean used her powers to lift the debris clearing the way to see the body of their secret conspirator only to find nothing. "Bastard got away?" Bobby asked. "Yeah." "Well we've got the drive and Logan's location. Lets get back to the others and form a plan." Jean nodded her head in agreement. The two mutants left the area intent on rescuing their friends.

…**.**

**Weapon Plus Base, Prison Chamber**

Charles Xavier sat in his prison chair, deep in thought. He had attempted to use his powers to call out for help, but unfortunately the collar they had shackled him with prevented the use of his powers. He had attempted to reach out to anyone in the facility but found that none of his abilities functioned. "Damn! Please forgive me everyone…I can't save you…" "No, you can't!" The professor jerked his head up when he heard the voice. His surprise quickly turned to rage as he saw Deadpool standing in front of him. "You!" "Hey oh!" The professor could only glare at the man who had attacked him and his students.

"Hey don't give me that long face! I'm here with good news!" "If you so much as lay a hand on my students I w-" The professor was silenced when Deadpool slapped him across the face. "Man you really need to shut up! I told you I'm hear with good news!" Deadpool grabbed the professor by the jaw making him face the red-clad assassin. "I got a proposition for ya old man…and I think your gonna like it!"

…**.**

**Containment Chamber**

Logan stayed in the chamber for hours, trying to figure out some sort of weakness in the restraints. 'Damn!' Logan was about to try something else when he heard the doors opening. He saw a short figure in a black combat suit wearing a mask walk in. The mask was outfitted with a re-breather and two glowing goggles that could adjust their light intake. The lenses glowed red as they narrowed. Logan snarled at the new arrival until he smelled something strange. "Wha!? Why do you smell familiar Bub!?" The reason it bugged him so much was the scent was almost identical to his own. The masked figure gave no response as it unsheathed two adamantium claws from both of its wrists. The assassin bent back its right hand to strike forward when the doors began to open.

Seeing its chance slip by, the would-be-assailant retracted their claws and assumed a neutral position. "I thought I'd find you here." Wolverine recognized the voice as he saw another figure from his past. Seeing said figure made Logan growl in rage. "Wraith!" "Ah Logan, good to see you." Logan growled in response. Wraith walked past the assailant, giving it a wayward look, before speaking again. "Its been a while hasn't it?" "Not long enough John, let my team go!" "Or you'll what? Rip my head off? Gut me? Your locked in an adamantium prison, you're not breaking out of this one Logan." "Why now? After twenty years why did you come after me now!?" Wraith simply shrugged his shoulders. "We couldn't." "What did Ross go soft on you? Did Sublime bite the dust? Neither of them would 've let me go without a fight." "Ross shut us down 'officially'." Logan smirked at this. "Guess old Thunderbolt got soft…I take it Sublime didn't like that." "No he didn't. He resisted at first but eventually the government ceased its funding, after that Sublime shut us down." Logan remained silent for a moment before he spoke again. "Guess that was just on paper wasn't it?" Wraith smiled. "He had Ross think we disbanded. Instead he made us into private mercenaries to fund the program. After we received enough we were able to gain several…'distinct' backers." "Guess they started calling the shots huh?" "For a while. Sublime always was focused on one goal at a time. It was hard to. Especially after you abandoned the team. Y-" "Abandoned!?" Logan roared. "We hunted our own kind Wraith! Dammit John they had us hunt kids!" Wraith was slightly surprised at the outburst but he quickly recovered, his expression turning neutral. "I admit there will be a special place in Hell for the things we did but in the long run we're protecting people from the bad ones." Logan laughed at this. But it wasn't a laugh indicating humor, but bitter irony.

"The 'bad ones' were never out there John…they were in here! Me, you, Wade, Creed, Fox! We were the real menace! Not them!" Wraith glared at him from his position. "You still don't get it Logan. We hunted the bad ones by being worse." "Yeah I bet Sublime's got you all glorified as a general. Why doesn't he get down here and taunt me himself?" "Sublime is dead." Logan was struck silent by this statement. "Sublime is…" "Dead. The details are unimportant. I'm in charge of Weapon Plus now. Like it or not Logan your team is staying with us." "You son of a bitch!" Wraith turned to walk away as the unknown assailant reluctantly followed him out the room. Logan continued to thrash in his restraints, claws extended, trying to rip Wraith apart. "Dammit John! Let them go! JOHN!" Wraith exited the room, the doors slamming closed behind him.

John Wraith exited the room with the unknown assassin trailing a few steps behind him. He turned to look at the masked agent before speaking. "I told you he's more valuable to us alive than he is dead. You can have your revenge on Wolverine when his usefulness is over. Until then report to Silver Fox for further instructions." The assailant nodded as it walked off to it new destination. Wraith took one last glance at the figure as it walked away before heading to his own destination.

The masked figure walked down the hall before it was stopped by the appearance of a red clad figure standing in the hallway. "So you Wraith ruined the moment?" The masked figure's goggles narrowed in response to Deadpool's question. Two claws shot forth from the knuckles of the assailants fist. "Hey I was kidding geez!" The assailant still kept their claws unsheathed. Deadpool stared at the figure as it slowly walked past him. "If you want some payback just do as I told you." The figure stopped at the mercenary's comment. "It's happening as soon as I get the chance to cause a distraction. Until then just put up with their orders." Deadpool spared the assailant a final glance before teleporting away in a purple flash of light. The masked figure proceeded to head to its original destination.

**Hoped you liked this one. Be sure to check out my other stories on my profile!**


	6. Chapter 6

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners. **

**Chapter 4**

**Prison Break**

**Xavier Institute for Gifted Youngsters**

The car rolled to a stop in front of the wrecked mansion. Several figures exited the vehicle as they approached the damaged building. "They really hit us hard, huh?" Husk looked over what remained of their home as the remaining members of the X-Men and New Mutants exited the large jeep that had taken them to their destination. "Yeah? Well now we get to return the favor." Chamber's chest began to glow brighter as it emitted more energy. He could feel his anger growing as he looked at the remainder of his home. "We'll get to the payback portion once we get going. You all have your jobs. Get to it and we can rescue our friends and get some good old fashion revenge as well." Jean's words resonated with the young mutants as they all headed towards their respective destinations.

Bobby looked at the senior X-Men and saw the expression of rage painting her face. "Jean we'll get them all back." Jean looked at her teammate surprised by the amount of determination and seriousness in the young teen's voice. Jean smiled at this. "You're right Bobby. Let's get to work." Bobby nodded as they walked towards the underground bunkers underneath the mansion.

…**.**

**Weapon Plus Base, Prison Block**

Cyclops sat on the ground of the prison block as he debated his next move. Kitty was currently speaking with Dazzler and Caliban about the base as a whole or if anyone had attempted to break out. Scott still had the lock covering his eyes preventing him from seeing anything. Despite this, he didn't feel at a disadvantage as Xavier and Logan had trained him to fight without the use of sight. It had been difficult but Scott had become more than proficient with walking and fighting blind. 'I just hope Jean and the others are okay.' He heard a noise next to him as someone slumped down next to him. "What did you find out?'' Kitty let out a huff as she leaned her head against the steel wall. "They said a few inmates tried to break out about a week ago. About three of them were killed and the remaining two ended up like the slates over there." Scott could tell she meant the mindless mutants that sat in the corner of the cellblock. The other prisoners had appropriately nicknamed them 'Slates' as they became nothing but blank slates that were given orders to carry out. Caliban had informed them that he too was a telepath, and although the negater collars restrained most of his powers, he could still sense the mental sates of most beings around him.

According to the pale mutant, the blank slates had most of their personalities and memories erased. 'What type of monster would do that to these people?' Scott could feel his anger rising and mentally slapped himself for letting his emotions get the best of him. He heard a loud clanking noise as metal screeched across metal. He heard Kitty move slightly next to him, indicating that she had stood up to see the source of the commotion. Kitty saw the cell doors opening as several armed guards ushered the prisoners back. Many of them backed away in fear while others defiantly stood their ground. These brave mutants glared at the guards with looks of pure contempt.

The looks of anger quickly turned to fear as a new figure joined the guards. Kitty could barely see any of the person's features as they were concealed behind a black mask with red goggles fastened into the eyes. The unknown guard installed a sense of dread in the prisoners; even Callisto and Caliban took a step back. The figure gestured to three mutants and two of the blank slates. The guards headed towards the three resisting mutants, weapons raised. Scott could hear the panicked sounds of the prisoners and rose to his feet. He stepped forward ready to start a fight with the armed soldiers but a large muscular arm held him back. "You wouldn't stand a chance against them in your condition…not when she is here." "She?" Caliban glared at the masked warden. "Wraith's shadow and Silver Fox's pet." Kitty watched as the figure had the guards drag the screaming prisoners out of their cells. "What are they doing to them?" Kitty asked anger and fear lacing her voice. Dazzler decided to answer her question. "They're taking them to Silver Fox. She likes to break her prisoners to make them more…cooperative, as she puts it." "My god…" Kitty muttered. "Leave god out of this…he wants no part of this." Caliban stomped towards the edge of the cell as he watched the masked figure and guards drag the three prisoners towards a fate worse than death.

…**.**

**Weapon Plus Base, Lab Room **

The room was filled with dozens of pieces of scientific equipment, ranging from advanced computers and monitors to surgical machines that looked straight out of science-fiction. At a desk in the middle of the room sat a young woman (about 29) wearing a black business skirt, a white blouse and a lab-coat. She had long black hair and emerald green eyes. She was easy on the eyes with curves in all the right places and a beautiful face. Although she seemed like a nice young doctor, in reality she was a trained killer and member of the Weapon Plus's mutant black ops team. Silver Fox relaxed in her chair, overlooking her newest 'patient'. She was rather pleased on how it turned out.

It took some haggling, but she had finally wormed her way past the mental blocks that had been placed inside the young mutants mind. As far as Fox could tell, the blocks were meant to stop immediate forms of mental domination. Unfortunately for Xavier and his students, Fox's powers didn't rely solely on complete mental domination. Instead, Weapon Plus's resident telepath specialized in subtle mind control. Slowly worming her way into her targets mind and taking control through a powerful form of mental persuasion. This way she faced little resistance from her targets. "Well it was a fun challenge…but all good things must come to an end. Isn't that right, Pet?" The demeaning tone was directed at a young dark-furred mutant with elf like ears and a pointed tail. Nightcrawler sat slumped in a chair, no longer restrained by the mutant collar or the locks that had originally bound him. The young X-Men nodded his head sluggishly. "Good." The doors to the lab room opened to reveal the masked figure.

"Ah! There you are! Did you bring the patients?" The figure nodded her head as she walked towards the doctor. She spared a glance at Nightcrawler before she returned her gaze to Silver Fox. The doctor looked at her quizzically before she realized what the figure wanted. "Oh right! I promised you to go and see him, didn't I?" The figure remained silent but nodded. Silver Fox smiled at this. "Well I keep my promises. Let's go."

…**.**

**Outside the Prison Chamber**

Deadpool walked down the corridor to the private prison chambers. Accompanying him was the tall and stoic Maverick. "Why are we heading to this sector Wilson?" Deadpool let out a childish huff. "Dude you need to lighten the fuck up. We're here to harass the prisoner we recently caught, remember?" "You mean Xavier? Our orders were to capture him and his X-Men. But protocol dictates that we aren't aloud to harass or interrogate prisoners without approval from higher authority. What you are suggesting is against regulations." Deadpool looked at the goliath before answering. "Again lighten up. You're like a walking rule book to cramp my style." The duo approached the chamber holding the professor. Deadpool punched in the command code to open the door. As the door began to open Maverick asked another question. "The cameras are still recording…you know we will be spotted, right?" Deadpool again let out a frustrated sigh. "You are really a buzz kill." Maverick noticed that the mercenary had avoided the question.

The two Weapon Plus enforcers entered the prison chamber to see Charles Xavier half-asleep in the chair that locked him to the room. Deadpool approached the crippled telepath and lightly smacked him across the face. "Wakey-wakey baldy…" Xavier let out a startled noise as he jerked awake. Upon seeing the two men his startled expression turned to a look of rage. "What do you want!?" the professor snarled (a very un-Xavier like thing). Deadpool smirked under his mask. "Sup old man! You know what to do!" Maverick looked at Deadpool. "What's going on Wade?" "Hey don't worry I cut the feed so the cameras are on a fixed loop!" Maverick's expression turned to shock. "What!?" "Yep! Now no one is going to interfere!" As Deadpool spoke he drew his katanas. "Now for some fun!"

…**.**

**Lab Room**

Several scientists were busy at work in the lab room testing several of the tests subject's powers. They were currently observing how the mutant known as Colossus handled extreme heat. In this case, molten magma. Colossus could fee the intense heat coursing over his body as he grunted in pain. He could withstand the pain for now, but he wouldn't be able to handle it for long. 'Damn bastards!' The metallic giant was currently locked in place by a large circular restraint device (Similar to Wolverine's). As much as he tried, he couldn't break free from his prison. He could see the scientists running tests on various other mutants, including his fellow X-Men Beast, Storm and the New Mutant Dust. The latter two were currently trapped in a simulation not unlike the ones used in the danger room. The only difference was these simulations were lethal.

Beast was currently suspended in a tank of water, several breathing tubes attached to him as the scientists began to scan his body to analyze his mutation. Piotr could have sworn that he saw the blue mutant move, but they appeared to only be small muscle twitches according to the scientists. Colossus glared at the men and women wearing lab coats. 'When we are rescued, I will make them all pay!' The doors to the lab opened as a dark skinned mutant enter the room. "Kurt!?'' The young mutant didn't even spare a glance at his friend and teammate as he carried a tray full of vials to one of the scientists. Colossus could see that Kurt wore no collar, but also had a blank and distant look on his face. "Kurt it's me! Piotr! You have to flee! Now!" Kurt merely stared at the metal giant with a void expression as if he was trying to recognize something he had never seen before. One of the scientists decided enough was enough as he hit a button on his console causing a powerful electric shock to resonate through the containment unit. Colossus let out a shout of pain as the electrical surge hit him full on. Kurt seemed puzzled as to how the mutant new him. Before he could think of the matter further one of the scientists called him over.

The electrical surge finally subsided as Colossus panted in exhaustion. 'Kurt what have they done to you!?' he thought to himself.

…**.**

**The Skies Over Canada**

The air in the Canadian mountains was cool and undisturbed. The area was covered by mountains and forests that showed no violation or intrusions by humans. However this peace was shattered when a sleek black jet zipped through the sky.

On board the X-Jet Jean, Bobby and the remaining New Mutants readied themselves for their rescue operation. "Alright the plan is for Jean, Rockslide and Surge to attack the outside of the base and cause a distraction. Cerebro will pilot the jet and provide air support. In the meantime, Chamber, Husk, Mercury and myself will infiltrate the base and liberate the mutant inmates and our teammates. Offense will keep the outside busy while stealth will wreck havoc inside the base. If we can disable the negater collars then we can turn the tide in our favor." Bobby's planned included all the data their contact had provided in the flash drive. Jean had volunteered herself for the frontal assault. Rockslide being the headstrong member of his team also decided to join the fray. Surge was one of the best fighters so she also agreed to take part in the first assault.

"**Approaching destination. Preparing for landing procedure." **The automated voice of Cerebro broke the young mutants out of their trains of thought. Jean took in a deep breath as he calmed her nerves. "Alright, lets start the party!"

…**..**

**Weapon Plus Base, Prison Chamber**

Wolverine awoke from his short slumber to the sound of screeching metal. He opened his eyes to see the doors to his holding chamber open. About a second later two familiar scents hit his nose. Logan growled as he recognized them. One belonged to the assassin who had attempted to kill him earlier, the other he knew far more intimately. The two figures walked into the room. One was the before-mentioned assassin while the other was a beautiful woman in a lab-coat. The two individuals stopped a few meters away from the restrained mutant.

"Hello Logan." The woman spoke. "Silver Fox…" "What? No 'long time no see' speech?" Logan remained silent as he gazed at the woman. "Well you never change…except for the part where you became a teacher. Patience was never your strong suit." "And honest was never one of yours." Fox frowned at this. "That's a little hurtful Logan. After all, none of us were very honest." Logan's gaze narrowed at the woman. Despite the look of contempt that Wolverine was shooting her, Silver Fox simply smiled. "It really me that should be angry. You left us, the team, and worse…you left me!" "Don't bullshit me Fox! We both know why I left! You could've come with me but you chose them over me! Not the other way around!" Silver Fox's eyes narrowed as she approached Logan. "Really? So at what point did you decide this life wasn't for you? When did you hit the breaking point?" Logan closed his eyes as he thought back on the day he had abandoned Weapon Plus and all it was. "The day I left with Sabertooth to Vietnam." Silver Fox looked at Logan quizzically before speaking. "I read your mission file. You went AWOL after Sabertooth eliminated the target." "The target was a kid Fox…she was eight years old." Fox stayed silent as Logan continued. "Creed put a gun to the kids head and shot her…and I just fuckin' watched! That's when I realized I wasn't even human anymore…I was just a monster…just like the rest of you." Silver Fox decided to speak to the silent mutant. "The target was a mutant with unimaginable telepathic potential. She would have been used as a weapon or turned into a threat. You did it for the greater good." Logan again began to growl as he raised his head.

"You can drop the humanitarian act Fox. We both know Creed killed her because he wanted to and because he could. And the program saw her as a threat to itself, not the world. Sublime and Cornelius decided to group together a bunch of sociopaths to do their dirty work. I know what you've been doing to those prisoners. Ripping apart their minds!? How do you sleep at night!?" Silver Fox lowered her gaze before answering. "I don't. I can't sleep, remember? My abilities keep me from sleeping. One of the down sides of overuse." Logan's rage turned into a scowl. "So it got worse huh?" Fox nodded her head at Logan's statement. "So when did it get worse?" Fox remained silent for a moment before she spoke again. "A few weeks after you left. Weapon Plus increased its activities to prove that we were still a valuable resource. Increased missions meant increased threats, so my powers became needed more than ever. I was fine for a while…but then the side effects hit me hard. I couldn't sleep, couldn't dream, I couldn't even think straight!" Logan's scowl slowly softened. "After a few missions I was deemed unfit for duty. They tried to get me medical help…but I lashed out. I did to the doctors what I have done to those mutants. I erased their minds, their consciences, their identities. I buried them deep within their own minds. And suddenly I was cured. By experiencing their memories and emotions I was able to recover!" "But you broke them in the process…" Fox lowered her head. "I did. Because you left everything changed…" Logan remained silent for a moment before he eyed the masked figure standing next to Fox.

"What that guys story? New recruit?" Fox looked at the masked assailant as she shook her head. "No. She's your replacement." Logan growled, not liking the sound of that. "After you left, Weapon Plus decided to try and recreate the experiments that bonded the adamantium to your skeleton. The experiment was successful with Sabertooth, but it almost killed him." "Pity it didn't." Logan growled, surprisingly Fox smiled at that comment. "Unfortunately he survived. But the scientists realized to late that the financial backers wanted a full army of soldiers like you and Creed. The only way to replicate the experiment was if there were more mutants like you." Logan smirked at this. "But they couldn't find anyone with a healing factor as strong as mine or Sabertooth's huh? To bad for them." "They realized that finding more mutants like you would prove nearly impossible. Instead they decided to make their own. We used DNA we had extracted from your bone marrow to replicate a genetic duplicate." Wolverine snarled at this news. Silver Fox looked at the masked figure as she walked towards it. "I was also assigned to the project due to our…previous relationship. We tried and failed twenty-two times. After that the Y chromosome was so badly damaged we couldn't replicate it. Instead we had the remaining DNA implanted in one of our scientists. We had to add an embryo from a human woman as well as the DNA contained in your sperm cells. The latter wasn't hard to obtain, as you know. A few months later we had developed our first successful clone." Fox stopped in front of the masked figure and touched its masks. She slowly began to unbuckle the straps around the neck, removing the mask in the process. Fox stepped aside to reveal a young black haired girl. The young teen glared up at Wolverine who looked in shock.

Fox smiled at his reaction. "Wolverine, meet X-23. Your clone and in biological layman's terms…your daughter."

…**..**

**Weapon Plus Base, Outside**

Three figures walked towards the large dam that split the mountain. Jean walked at the head of the group; Rockslide and Surge trailing close behind. The trio looked at the dam that stood in between a crevice in the mountains base. Water rushed out of the dam's mouth moving the electrical generators that helped to power the base. "So this is where we start?" Surge asked. Jean nodded her head as she used her telepathy to scan the outside of the base. "No snipers are on the walls but we'll have to get closer if we want to make a big enough diversion for the others to move undetected." "No we don't." Jean and Rockslide both looked at Surge as she walked forward. "I've been putting in some extra hours in the Danger room." Rockslide looked at her for a moment before speaking. "Is that why you've been skipping on our dare sessions?" Surge nodded. "Wait what dare sessions?" Jean asked. "Uhh… nothing…" Jean was tempted to read Santo's mind to see what it was really about but she decided that now wasn't the time. Surge stood near the edge of the cliff that overlooked the dam.

"Noriko what are you trying to do?" Surge didn't respond as she raised her hands. Electricity began to spark and course down the lengths of her silver gauntlets as she aimed them towards the dam. "There's a reason dams are called hydro-electric. I've been practicing long range electrical absorption…and it's about to pay off!" The lights that dotted the dams outer walls began to flicker. Blue arc of electricity began to surround the blue haired mutant as she was lifted off the ground. Jean and Rockslide stared in awe as the dam's lights began to die. The electrical energy that coursed through the air arced around Surge's body before being absorbed into her gauntlets.

The metallic braces glowed with an intense blue light as Surge slammed her hand together. As soon as her arms connected a massive electrical bolt shot from her gauntlet. The bolt of electricity slammed into the base of the dam destroying half of the massive concrete wall that made up the dam. Water began to burst forth from the destroyed portion of the concrete block. Jean and Rockslide stared in shock and awe as the dam continued to crumble. "That…" Jean began, "Was fucking awesome!" Rockslide exclaimed. Surge's gauntlets continued to pulse with electricity. "Yep. Now lets deal with these assholes!" Jean smiled as she saw the determination in the young mutant's eyes. The cheerful moment was interrupted by the sound of helicopter closing in from the dam's direction. "Well…let's give them Hell!" Jean's eyes began to glow purple as rocks and trees began to float off the ground.

…**..**

**Weapon Plus Base**

Maverick felt the tremor reverberating through the base as the attack commenced. 'Looks like the missing mutants found us.' Maverick walked down the hallway heading straight for the control room. He entered through the room's main door, stepping into the dimly lit room littered with technicians busy at work on their monitors.

Maverick walked over to one of the technicians who was busy at work trying to reroute most of the base's auxiliary power to the base's essential systems. The technician noticed Maverick's approach and stood at attention. "At ease." The technician went back to work at his terminal as Maverick overlooked the area. "What's the status of the containment chambers?" "They're holding. We're trying to reroute all the power we can get a hold of to ensure they remain locked." "And the negater collars?" "Fine." The technician continued to work as Maverick looked at the control panel. "What's the current position of the intruders?" Maverick turned to see his commanding officer, General John Wraith standing in the room.

One of the security guards responded to the question. "Sir we located their position but they're dug in. Should we send in any enforcers?" Wraith looked over the room before giving an answer. "No. We'll need all the enforcers here in case the inmates manage to escape." Wraith turned his attention to Maverick who looked at his field leader. "Orders sir?" "You remain on standby here. I'll be loading the new experiment on to the transport. It's too early to let it loose right now." Maverick nodded his head in agreement. Wraith disappeared in a flicker of movement teleporting to his desired location. Maverick smirked as this left him alone in a room full of normal security personnel.

"Is this the control sequencer for the collars?" Maverick's question was rather peculiar as technician gave him a curious look. "Yes sir. Why?" Maverick revealed an uncharacteristic smile. "So I can do this." Before the man could react Maverick grabbed him by the head before slamming him through the screen of the computer monitor. The other occupants of the room stared in shock as the goliath enforcer drew his pistol dispatching the security guards in the room with several well placed head shots. He ignored the remaining techies as they fled from the room in terror. He looked at the control panel before hitting a button. 'Operation Jail Break is a go.'

…..

**Prison Block**

Cyclops felt the base shake as the attack outside continued. Kitty was in full alert looking around for any sign of the cell being tampered with. Cyclops had a pretty good idea of who was behind the attack. "Kitty what do you see?" "A bunch of armed guards heading this way! They're standing outside the cells!" Scott nodded his head in understanding. He decided to stand despite the pain it caused. Kitty helped to brace her friend and teammate as he leaned against a wall. Scott felt dizzy as his head began to throb with a near unbearable headache. Shadowcat noticed his predicament. "Scott? What wrong!?" Scott grasped his head in pain. 'Last time m=I got a headache this bad was when my p-, oh no!' "Kitty get down!" Cyclops roughly shoved the young teen to the ground as his optic blasts ripped through the metal blindfold.

The rest of the inmates were terrified as the red beams erupted from the brown haired mutants eyes. As soon as it had started, it stopped as Scott slammed his eyes closed. "Kitty! Are you okay!? Is everyone okay!?" Cyclops was terrified of what just happened, the situation was too similar to when his powers first emerged. "Scott we're okay! Everyone's fine!" Scott let out a sigh of relief as he realized no one had been hurt or killed. "Scott we got incoming!" Kitty's voice reminded Scott of the danger the guards still presented. Said mercenaries rushed into the room weapons ready. "On the ground mutant! All of you down on the ground! NOW!" Cyclops aimed his eyes towards the direction of the guard's voice. Cyclops smiled at what he was about to accomplish. Scott opened his eyes as beams of destructive energy blasted forward blasting the guards. They lest loose a scream of terror before becoming silent. Scott shut his eyes as soon as he saw the guards being hit. Kitty walked towards the door, as she approached it the doors slammed shut blocking off the path to escape. Several of the mutants began to panic as they began to charge at the door. Kitty decided to test a theory as she concentrated and phased through the door. The other mutants began to bang and slam against the door.

"Geez calm the fuck down!" Kitty stood on the other side of the door as she heard the loud banging on the other side. Kitty phased her hand through the electronic lock. The machine began to spark and surge with electricity as it began to short-circuit. The lock gave a final sputter as it finally blew. The door remained sill for a moment before it began to retract into the wall. Several mutants rushed out of the room, barging through Kitty (Literally as she phased through the crowd). Scott walked through the door, guided by Caliban and followed by Dazzler and Calisto. Kitty helped to support her still wounded leader by putting his arm over her shoulder. Caliban stepped forward snarling as he did so. "More are coming…Caliban can feel them…" "Then we need to move. Calisto can you find a way out of here?" The one eyed mutant looked at Cyclops before answering. "Probably…with all the commotion going on it might take longer, but I should still be able to find a way out." "Then do it." The female mutant nodded as she walked forward as the others began to follow.

…**.**

**Prison Chamber**

Logan stayed locked in place in his adamantium prison as the base shook. He barely felt the room rumbling, as he remained lost in thought. Fox and X-23 had left the room as soon as the attack had commenced. His thoughts were still fixated on the young girl that had been revealed to him. A daughter. He had a daughter. While she was technically a clone, she was genetically his own offspring, especially considering that way they had produced her. Logan was both horrified at the violation of his genetic legacy and the fact that the little girl had been turned into a living weapon. Logan was finally ripped from his thought when the doors to his cell opened. The scent of the two men made Wolverine's blood boil.

Cornelius and Sabertooth stepped into the room. The latter let out a savage growl at the sight of the restrained mutant. "Hello Logan." Cornelius said as he lowered his right arm, the mechanical one. "Will be moving you from this facility." "What!?" "Wraith has plans for you to test one of our new experiments. If it can best someone like you in combat, it capabilities could prove limitless." "So your still running your experiments on mutants…even that kid!?" Cornelius merely furrowed his brow. "Logan you're going to have to be more specific." The man's monotone and alien voice only infuriated the caged mutant more. "X-23 you sick son of a bitch!" "Ah yes. She has been one of my favorite subjects. So close to you in genetic terms, yet so distant. Unlike you she was far more cooperative as a weapon…" Logan snarled as his claws shot from his hands. "ENOUGH! She's a child not a weapon!" "She'll be what we want her to be. And now that we have you…we can continue our previous attempts at cloning you. After all your worth more to us alive than-gaaargh!" Cornelius fell forward as Sabertooth slashed him across the back, blood spewing forth from the wound.

The bald scientist fell to the floor unconscious, blood pooling from the wound on his back. Wolverine glared at Sabertooth who looked smugly over his kill. "Sorry prof, he worth more to me dead than alive!" The feral murderer looked up at Logan who returned a furious glare of rage, snarling as he did so. "Heh…I'd thought you'd be happy with the old man biting the dust…guess you wanted to that yourself…" Sabertooth extended his claws as he stood a few feet away from the imprisoned X-Man. Creed struck forward stabbing Logan through the stomach and slicing it open. "Arrrggh!" Wolverine snarled in pain as the wound slowly began to heal. "I'm gonna enjoy killing you Runt!" Before Sabertooth could throw another claw swipe the power in the chamber flickered. Sabertooth looked around before a loud clicking noise was heard from behind him, followed by a thump. Creed whirled round to find Logan on the ground kneeling, claws unsheathed.

Wolverine raised his head as he glared at the large mutant in front of him. He lunged forward claws unsheathed as he slashed Sabertooth across the chest. The feral mutant backed off in pain but quickly recovered as he charge forward. The two mutants clashed as they began to slice at one another. Wolverine gutted Sabertooth in the stomach, slamming his claws deep within the mutant's gut. "Graaah!" Sabertooth grabbed Wolverine by the collar and hoisted him into the air. He then hurled the shorter mutant across the room, making him slam into the metal wall. Wolverine rose to his feet as Sabertooth tried to recuperate. Seeing his chance, Wolverine slammed his elbow into the doors control panel forcing the door to open. Wolverine rolled out of the room before slamming his claws inside the control panel on the other side. The door s began to close as Sabertooth noticed Logan's actions.

"NOOOOO!" Sabertooth charged forward as the doors closed shut. Wolverine could here the rapid scraping and banging noises emanating from the other side. The shorter mutant smirked as he heard his adversary's futile attempts to escape. "Stay in your cage where you belong Creed." Logan dashed down the hallway as he searched for his teammates.

Wolverine ran through the halls of the Weapon Plus facility, slashing two guards across the chest as he passed one of the control rooms. After heading through another corridor Wolverine saw an open door with two guards laying on the floor unconscious. Unsheathing his claws Wolverine stepped into the room. He saw several guards dead on the floor, bullet holes riddling their skulls. Logan looked over the carnage of the destroyed room and smelled a familiar scent. "Maverick…"

Logan looked around the room and noticed that most of the monitors and control panels had been destroyed. "Why would you wreck this place Nord?" Wolverine muttered aloud as his eyes scanned the room. Logan noticed that one monitor near the corner of the room was still active. On closer inspection Logan realized that it was a security monitor with images of the mutant prisoners escaping. Out of the dozens of mutants running threw the hallway two stood out. One was a young brown-haired girl, the other a taller man with brown hair and closed eyes. "There you are…" Logan looked ta the area they were heading towards and decided to meet them there. He took one last look in the room. He stabbed the final monitor before turning to leave. He walked out of the room and into the hallway. As he began to walk out of the room he smelled the air, searching for the scent of his teammates. Logan was surprised when he smelled not only the scents of his captured friends but also some of the New Mutants. "Damn kids!" Logan dashed through the halls returning to is search.

…

**Hallway**

The guards ran through the hallway as news of the prison break flooded the com-channels. The small platoon of guards headed to meet the escaped prisoners with lethal force. As they rounded a corner they were met with a blast of white frost that covered their bodies freezing them solid. One guard was able to see their aggressor as he laid his eyes on a being composed completely of ice wearing the X-Men uniform. The cocoon of ice finally encased the soldier as he froze. Chamber and Husk looked at Bobby, impressed with his work. "That is pretty cool…" Husk said. Bobby turned to look at her before speaking. "Please tell me that last part was not a lame pun." Husk gave a shoulder shrug in response. Bobby sighed as he walked through the frozen soldiers. Husk and Chamber followed their mission leader, albeit rather slowly since they had to navigate around the frozen soldiers.

"This is where we split up. Husk, Chamber, head towards the generator rooms and screw them up. I'm going to find the others." The two New Mutants nodded their heads as they headed off down their designated path. Bobby turned to walk down the hallway intent on finishing his own objective. He walked about twenty feet when he felt something was off. He turned his head to look down both ends of the hallway. Both sides were clear as far as he could see. He began to walk forward again but stopped a moment later. "Thank god for horror movies…" he muttered before hurling a volley of ice shards at the ceiling. A black clad figure jumped off the ceiling and rolled on the corridor floor to avoid the ice-based attack. The figure unsheathed two claws from both its fists as it took a fighting stance. Bobby backed a few feet back to gain distance before his arms formed spikes over his normal ice form. "So who are you suppose to be 'Wolverine 2.0'?" The masked figure's lenses narrowed in response. Feeling like he had struck a nerve, Bobby continued his taunt. "Hate to break it to you but three claws are better than two." The masked figure had enough as it dashed forwards attempting to impale the talkative mutant. Bobby dodged the attack by rolling to the side. He struck forward swinging his fist while unleashing a volley of ice-spikes. X-23 flipped over the ice-mutant to avoid the attack and used her opportunity to stab him in the back.

Bobby fell forward on the ground on all fours before he slumped to the ground completely. X-23 stood over her kill before she began to walk away. Only her enhanced senses saved her as she ducked to avoid the blades of frozen water that pierced the corridor's walls. She whirled around to see Iceman completely unharmed as he sat with one knee on the ground, both arms outstretched. "Damn! Guess you have Logan's reflexes." X-23 lowered herself to a crouched position as she raised her clawed hands. She charged forward and slammed into Iceman. Bobby fell to the ground with X-23 on top. "Wow! Straight to the mount! I haven't even bought you dinner yet!" Bobby's wise-ass comments only served to infuriate the feral clone more. X-23 brought her claw down but was stopped when a small pillar of ice slammed into her gut sending her sprawling on her back. "Didn't expect that now, did ya!?" X-23 quickly leapt to her feet claws ready for another assault. 'This guy still wont quit!' Bobby thought as he readied himself for another attack.

The female clone slowly assessed her situation. Her opponent had a good amount of experience and skill with their powers and had adequate skills in self-defense. X-23 however was far more skilled, but the mutant's powers were far more flexible and considerably more powerful than her own. X-23 slowly began to walk around her target as best she could to intimidate the young X-Men. Bobby kept up his guard while searching for an opening he could exploit. X-23 dashed forward while leaping into the air, performing a spin kick. The attack collided with Bobby, who blocked it with his arms. The force of the impact was strong enough to force Bobby into a wall. He slammed into the corridor wall as X-23 lunged at him, impaling her claws into the mutant's stomach. Bobby grunted for a moment before he glared at the assassin. "You're really a slow learner aren't you?" Iceman's arms grew two claws over his wrists, almost identical to his aggressor's. He stabbed his new weapons into X-23's stomach, twisting them till they broke. He could here her gasping in pain as he broke off his new weapon inside her stomach. X-23 slouched against the X-Man, blood seeping from her stomach. 'Sorry buddy…shouldn't have attacked our home.'

Bobby pulled his fist out of the assassin's stomach allowing X-23 to slump against his chest. "Sorry, but you shouldn't have stopped me." Bobby grabbed the shoulders of the enforcer, planning on removing her from his body. Suddenly X-23 stabbed her claws through Bobby's neck surprising the mutant. "Guurk!" "And you should've made sure that I was dead." The feminine voice of X-23 spoke up before she planted both her feet onto the wall before back flipping, taking Iceman with her. Bobby landed on his back hard knocking the air from his lungs. X-23 slammed her boot onto his chest as she prepared to behead the X-Men.

Before she could swing her arm a black figure slammed into her, making her tumble several feet before she rolled to her feet. Her mask had been removed during the roll, letting her black hair down as she snarled at the interloper. Wolverine slowly rose to his feet as he glared at his clone. "That ain't happening kid!" "Logan!" Bobby slowly rose to his feet as he stood next to his mentor. "Bobby go help the others. I'll deal with her." Bobby wanted to argue but Wolverine shot him a glare. "Fine. Don't get yourself caught again!" Bobby proceeded to dash down the hallway leaving Logan and his 'daughter' alone. Wolverine turned back to face his clone but was met by a boot colliding with his skull, flooring him. Logan recovered fast enough to avoid a claw strike to the face. Logan rolled back onto his feet before he unsheathed his own claws. "It doesn't have to be this way kid! I can help you!" "I don't want your help!" X-23 dashed forward swinging her claws attempting to kill her genetic donor. Wolverine parried the attack with his own claws. He was currently stuck playing defense as the younger mutant continued her onslaught.

Wolverine dodged another attack before striking back delivering a deep cut to X-23's left leg. The young teen had to cease her assault to allow herself to heal. Wolverine kept up his defense as he watched the young girl recover. Her wound slowly began to heal as she glared at Wolverine. Alarms began to blare all over the corridor. X-23 snarled as she looked up at the flashing lights that bathed the hallway in a red hue. Seeing that she still had a job to perform, the young enforcer bolted down the other end of the hallway heading for her new destination. "Wait!" Logan dashed after the runaway mutant following her scent while ignoring the annoying sound of the alarms.

…**.**

**Generator Room**

Husk and Chamber bolted down through the stairwell that led to the generator room. They rounded another circle and found a room filled with large circular generators all powered by the force of the river that ripped through the mountains. "This is the generator room…" "Yep." Chamber walked forward as Husk stared at the large generators in awe. "C'mon. We need to wreck this place now." Chamber walked towards the center of the room. "Paige get out of here and help the others." Husk looked at Chamber, surprised by his words. "What!?" Chamber looked at his teammate as his chest began to pulse with energy. "I gonna wreck this place with my powers. I want you as far away from here as possible." Paige reluctantly nodded as she began to walk away.

Chamber heard her footsteps retreating as he ready his powers for a massive blast but the sound of rapid footsteps stopped his preparations. He turned around and saw Husk backing up into the room. "Dammit Paige I told you to…run…" Chamber's words died in his throat as he saw the colossal figure of a pale man in red armor standing in the path to the stairs. He had a blonde ponytail and possessed two retractable whips that scraped along the ground. "You will pay for your intrusions." Omega Red stomped forward as Husk backed up. Her skin began to shed and peel as it was replaced by a diamond-like appearance.

Chamber stepped forward standing next to Husk, his arms pulsing with psionic energy. "Just try it!" Chamber shot his arms forwards as a blast of orange energy erupted from his hands. The surge of energy slammed into Omega Red forcing the giant into a wall. Dust and debris erupted from the impact. Chamber cautiously stepped forward as the dust began to settle. As He came closer a metallic whip shot through the dust cloud slamming into Chamber's chest. The young mutant was sent sprawling on the floor. Omega Red stomped out of the cloud, a look of rage present on his face. "You miserable whelp!" The large Russian attempted to slam his cables down on Chamber but his attack was interrupted by Husk who caught the attack before pulling on the coils, taking Red with her. She flung the armor-clad mutant into one of the generators causing another thunderous impact to occur. Husk charged forward not waiting for another attack. Unfortunately Omega Red had recovered enough to retaliate, whipping out one of his cables to slam into the girl. The carbondanium coil slammed into Husk, sending her flying into another generator.

Red pulled his cable back dragging Husk with it. He flung the young blond into the air before slamming her on the ground. Husk attempted to move but found herself feeling weaker than she should have. Her diamond form should've been able to handle far more punishment then this. "I see my death spores are finally taking affect on you little girl." "Wha…?" Husk was having trouble seeing as the red giant seemed to have multiplied. "My mutant ability emits a pheromone that cause natural decay in any organic substance. For you it is slowly killing you." Omega Red stopped just in front of the young girl as he ready his cables for another attack. Before he could deliver the finishing blow a blast of energy slammed into his body causing him to smash into another generator, causing an explosion.

The massive enforcer to the Weapon Plus program looked up from his downed position to see Chamber glaring at him with a look of pure rage. The young mutant slammed his hands together as another blast of Psionic energy erupted from his body, barreling right towards the armored Russian. The attack slammed into Omega Red Causing another explosion to occur. Chamber rushed towards Husk, gently picking her off the ground as he checked for a pulse. Husk had shifted to her normal appearance as she lay unconscious. To Chamber's immense relief she was still breathing. Chamber lifted her onto his back as he began to walk out of the room. His exit was stopped however when another explosion occurred, courtesy of two metal whips ripping through another generator. Omega red stormed through the opening he had made. "Raaaaarghhhh!" the Russian had been pushed past the threshold of rage as he stormed towards the New Mutants.

He flailed his whips around, slashing and crushing whatever they hit. Chamber rushed forward avoiding the whips while rushing Husk to safety. He unleashed a blast of energy into a nearby wall. The explosion that followed created a small diversion that momentarily stalled Omega Red. The massive mutant flailed his cables into the inferno to disperse the assault. He lunged through the flames into a hallway. His skin was burnt and peeling, but the pain was second nature to the large Russian as his eyes scanned over the area for any sign of the two mutants. "You will not escape me you little rats!"

**Another chapter completed. Please review! **


	7. Chapter 7

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners. **

**Chapter 5**

**Cutting Ties**

**Weapon Plus Base, Outside Dam**

Helicopters swarmed over the dam, propelling soldiers equipped with rocket launchers and machine guns. The hired mercenaries descend onto the terrain to engage the hostile mutants that were tearing the dam apart. Jean grey unleashed another volley of boulders at the flying transports. The choppers had to swerve out of the way to avoid the stone projectiles. Most of the helicopters had avoided the attack by exiting the airspace but a few weren't as lucky. Several boulders slammed into the metal transports. The choppers began to spin out of control as they fell. Two choppers smashed onto the ground exploding in a mass of fire and shrapnel.

Jean looked up at the sky to see a remaining chopper with smoke billowing from its sides, but still flying. Using her powers, Jean grasped the vehicle with her telekinesis and pulled it down. The force of the telekinetic energy began to wrench and tear the chopper's body as its rotors were wrenched from its body. Jean slammed the machine into the dam wall causing a massive explosion. Shrapnel rained down from the sky as Jean watched the machine burn. Soldiers scattered to avoid the incoming metal as it fell from the sky. As they ran a large rocky figure began to slam and hurl the distressed soldiers like rag-dolls. Rockslide grabbed another soldier before chucking him into a sniper who had locked his sights on Jean. Santo turned around and saw a blast of blue electricity immobilizing a platoon of soldiers. Surge continued to unleash arcs of electrical energy that sent several soldiers flying back.

Jean began to lift the wreckage of a downed chopper, planning to use it as a weapon, when a large explosion ripped through another part of the dam. The collective group of X-Men and Weapon Plus goons looked up in shock as a more water rushed into the area. Thinking fast Jean lifted both Surge and Rockslide into the air. She carried them towards the edge of the dam that was still intact. She placed the two mutants down on the structure's edge as she overlooked the rushing water. 'The base wont be able to take much more of this!' Jean looked over the surface of the dam, searching for any sign of an entrance. Her search yielded results in the form an elevator shaft that lead downwards. The telekinetic mutant ripped the elevator shaft doors apart before hurling them over the side of the dam. "Get inside now!" Rockslide and Surge dashed into the elevator, leaping into the empty shoot. Jean flew in after them using her telekinesis to keep all three afloat.

They fell for about twenty seconds before they reached the bottom, stopping about two meters off the ground. Jean released her hold on the two new Mutants as they landed on their feet. Surge and Rockslide bolted into the hallways of the base ready to free their captured teammates. Jean followed after them using her telepathy to search for her fellow mutants. "Turn left up ahead! I can sense a larger group of mutants heading near us!" The two New Mutants nodded their heads in agreement as they made their way to meet the prisoners.

…

**Lower Levels **

Chamber moved through the hallway at a break neck speed, carrying Husk on his back. He ducked around another corner, sparing a glance towards the hallway behind him. The area was quiet for a split second before an explosion ripped the metal walls down. "You will not escape X-Men!" Omega Red slammed through the remaining metal wall as he rushed towards the New Mutants. The Russian super-soldier whipped his metal cables around in a mad frenzy wrecking everything they hit. Chamber dodged one of these attacks before he rounded another corner. Omega Red refused to allow his prey to escape. He smashed through the walls before flinging a metal coil towards Chamber. Said mutant rolled away from the attack, causing Husk to fall from his back in the process.

"Paige!" Chamber wasted no time in dashing forward releasing a blast of energy as he did so. The energy collided with the red Russian, knocking him back into a wall. "You stay away from her!" Omega Red rose from the small crater in the wall. "You will both die!" Omega Red hurled his retractable whips at the young mutant, slamming Chamber into a wall as the coils wrapped around the New Mutant. Omega Red slammed Chamber through the wall and into the adjacent room. The younger mutant was hurled into a set of crates before being smashed into a desk. "You will die by hand!" Omega Red's whips retracted until they were wrapped tightly around Chamber's body, restraining his movement while coiling around his neck. Omega Red began to release more of his death pheromones into the air and through his coils. The large Russian snarled as he saw Chamber struggle in his grasp. "That's right…breathe in your own death…" Chamber continued to struggle his arms completely locked in place. His chest plate was also covered preventing him from releasing a blast. "Once you are dead…I will kill the girl and then all your friends!" Hearing this was the last straw. Chamber's facemask clicked drawing Omega Red's attention. Chamber glared down at the pale mutant, hatred burning in his eyes. "You…! You wont be killing anyone!" Chamber's mouthpiece clicked open revealing a glowing furnace of orange energy that spewed forth like a laser.

The intense energy smashed into Omega Red's face burning his flesh. "GRAAAAHHHH!" The Russian super-soldier screamed in agony as his face was seared by Chamber's psionic powers. Chamber dropped to the ground his mouthpiece still open. Rage dominated the young teen's mind driving his actions. He slammed his fists together unleashing another blast of psionic force into the wounded Russian. Omega Red screamed in pain as the energy burned away his flesh, wrenching his carbondanium armor. Feeling no other options, Omega Red released his death pheromones directly at Chamber. The leader of the New Mutants didn't stop or stall in the slightest as his fists glowed with psionic energy. "I will kill you!" Chamber brought his fist down on the Russians skull, slamming him into the ground. Chamber grabbed Omega Red's hair and pulled him to his knees. The Russian mutant sat powerless on the floor. His body broken, armor wrenched, fear gripping his mind. "You threatened my teammates! My friends! You threatened Paige! And for that you're gonna die!" Chamber's chest flashed open as energy began to concentrate in his chest.

"How…..!?" The Russian muttered through bloody teeth. "What!?" Chamber snarled as his powers approached their peek. "How are you still alive…?" Chamber's rage still burned but a feeling of curiosity was rising as well. "Explain!" "My power's kill all in its range…you do not possess a healing factor…the only way you could still be standing…is if you're already dead…" these words sent Chamber over the edge as he unleashed a massive burst of psionic energy. The blast engulfed the room in a blinding orange light.

…**.**

**Lower levels, Generator Room**

X-23 leapt from the balcony onto another walkway as she headed for the backup generator room. It didn't take someone with enhanced senses to tell that Wolverine was racing towards her in hot pursuit. X-23 whirled around as her biological 'father' landed on the walkway. Both mutants stared each other down, claws extended, muscles clenched in anticipation of an attack. X-23 dashed forward in an attempt to stab Logan, but said mutant countered with his own claws leading them into a fierce claw lock. X-23 snarled as she glared daggers at Wolverine. To his credit, Logan showed little emotion even as he struggled against his own clone. X-23 lashed out with another kick surprising Logan by unsheathing a claw from her foot. The attacked sliced through Logan's neck; making the senior X-Men back off to regain his stamina.

X-23 pushed on with the attack trying to deliver another crippling wound. Even with the debilitating neck injury, Logan held his own, matching claw strike for claw strike. X-23 screamed in frustration as she charged forward unleashing her boot claws in the process She unleashed a flurry of jabs and kicks that Logan barely dodged, most of the attacks gave him deep cuts on his arms and chest. Wolverine finally struck back by slashing her across the stomach before stomp-kicking her back. X-23 slammed into the railing of the walkway, creating a nice bend in the metal from the impact. Wolverine panted as his wounds began to heal. He could see the similar process occurring on X-23 as she slowly stood up from her downed position. X-23 snarled as she lunged forward. Logan readied himself for the attack and retracted his claws. As the younger mutant struck forward, Logan gabbed her wrists before hurling her over his shoulders and onto the walkway floor, slamming his knee into her stomach for good measure. X-223 coughed in pain as she tried to breathe again.

The young girl looked up in rage as she saw Wolverine standing over her, claws extended. "It's over kid! Give up!" X-23 snarled in defiance. "Come on kid! I can help you!" Wolverine retracted his claws in his left hand as he lowered it for her. "I can help you…we can work through this." X-23 sat in stunned silence as she stared at her biological donor. "I… The girl began before an explosion rocked the building and burst through the walls. Flames erupted around the walkway as the metal structure gave way, breaking in two. Wolverine was able to hold onto his end of walkway, but the half that X-23 was on collapsed near the source of the explosion. Wolverine slid to the end of the walkway extending his hand to the young mutant. "Grab on!"

X-23 looked up in stunned shock as she saw Wolverine extending his hand towards her. The young mutant hesitated before another explosion erupted from below. The walkway broke further as it plummeted to the ground. "NOOOOOOO!" Logan cried out as X-23 plummeted below. Before the metal structure hit the ground the young girl leapt from the structure and imbedded her claws into the walls. She climbed for about twenty seconds before she crawled onto a stable ramp. Wolverine sighed in relief as he saw her look back. There was a hint of confusion and hesitation in her eyes before she ran across the ramp through an opened door, leaving the room behind. Wolverine reluctantly left the room as he saw his clone flee the scene. "Keep safe kid…" Wolverine then dashed out of the room to return to his primary mission of rescuing his team.

…

**Prison Chamber**

Sabertooth continued to slash and claw at the thick metal wall. His rage growing with each blow he dealt to the metal. "That runt is going to pay!" Creed had slashed through more than half the wall before a whirring noise was heard on the other side. The doors began to open as Sabertooth stepped back to see who was opening them. The doors opened to reveal a woman in a lab coat standing outside the door. She narrowed her eyes when she saw Sabertooth. "Fox…" Sabertooth growled. "Be thankful I even let you out Creed. What were you doing in h- Cornelius!" Silver Fox rushed past Sabertooth and dropped down to the bald scientists side. She nudged his side before he moaned in pain. "Well he's alive…" "The runt gutted him. Last thing the Prof. said before he escaped was that we needed to kill Wolverine!" Fox looked up at her coworker before nodding her head. "Fine let's go find him." Sabertooth let loose a malicious grin as he turned around and began to leave the room.

As he began to leave a powerful blast of pain erupted through his body as he fell to his knees. "Graaaahh!" He snarled as electricity coursed over his body. He glared at Silver Fox who held a sleek silver gun in her right hand. "What are you doing!?" Creed snarled out through the pain. A small grin formed over her face as she leveled the weapon at Sabertooth. "Kill Wolverine? The professor would never say something like that. Also the claw marks on the body indicate five claws…not three. Maybe you should learn to count." Sabertooth growled as he slowly stood to his feet. "I'm counting fine you bitch…in fact…I'm counting how long it takes me to kill you!" Sensing that the tables had turned, silver Fox began to back away fearfully. She knew ell enough that her powers had little effect on mutants like Creed and Logan. 'Damn! I miscalculated!' Silver Fox fired off another blast from her weapon as she sprinted off down the hallway. The electrical bolt slammed in to the feral mutant causing him to fell to a knee. He panted in pain for a moment as his healing factor helped him to recover. "Always wanted to kill that bitch…" he growled, as he smelled the scent of the traitorous doctor. Victor Creed rose to his feet as he stepped forward ready to kill his new prey. "No one crosses me!" Sabertooth charged down the hallway in pursuit of his new target.

…**.**

**Prison Block**

Cyclops and Shadow cat dashed down the hallway as they traveled with Caliban and the remaining Morlocks. "Calisto how much farther to the next turn!?" Cyclops asked as they sprinted down the tunnels of the Weapon Plus Facility. They turned a blind corner only to see an approaching group of guards. Instead of retreating down the hall the group of mutant kept their path. "Scott no!" kitty cried out as her leader opened his eyes to unleash a blast of optic energy. The red beams slammed into the squadron of armed mercenaries as the hallway crumpled under the force of the blast.

The group moved forward with Cyclops and Kitty leading the charge. "We need to find the others! Caliban can you sense them!?" The pale mutant grunted in response as they moved through another area of the base. They entered a large chamber filled with jets and choppers that dotted the room; apparently it was the bases hangar. "Kitty what do you see?" "Scott, it looks like a large hangar. I don't see any personnel in here though…" Caliban stepped forward cautiously his eyes glowing. "We are not alone….Caliban senses danger…" Calisto walked forward followed by Dazzler whose hands were glowing with multicolored lights. "More guards?" She asked looking over the room. "Sorry I took care of all the guys with guns…"

The five mutants whirled around to see a masked man in all red, wiping blood off a katana. Deadpool smirked under his mask as he saw the shocked gazes of the mutants. "Sup?" He said as he sheathed his katana. Upon hearing the voice of the mercenary Cyclops opened his eyes unleashing his optic blast. Deadpool saw the attack and teleported in a flash of purple light. The beam slammed into the vehicle the mercenary had sat on was destroyed instantly. Cyclops slammed his eyes shut. "Did I get him?" "No…looks like he can teleport." "Thanks to a little piece of equipment Weapon Plus whipped up!" Deadpool appeared behind the group, casually leaning against a chopper's side. "If you're going to shoot shit…you might need these.'' Deadpool tossed a small visor to Kitty who caught it. She looked over the device and realized it was Cyclops's visor. "Scott!" Kitty handed her leader his primary weapon. Cyclops felt his visor and put it on, thankful for its return.

Caliban looked up at Deadpool with contempt. ''Why would you help us!?" Deadpool casually sat down on the chopper's bench as he began to speak again. "I've seen the error and prejudice of my ways and have come to redeem myself of all my-my-bwahahahaha!" Deadpool began to laugh hysterically as the group of mutants looked on in confusion. "Haha…ha…sorry, Tried going for the whole corny redemption speech…. but couldn't do it." Cyclops raised is hand to his visor as he glared at Deadpool. "Why are you helping us!?" Deadpool Looked at them before answering. "Honestly? I've gotten pretty bored of this place. You guys helped to shake things up!" "That's your reasoning!?" Kitty exclaimed, rage and disbelief filling her tone. Deadpool just nodded his head. "Yep! Now your buddies are ripping through the base…so who wants a good ol' fashioned reunion?"

Cyclops stepped forward hand hovering over his visor's trigger. "Give us one reason we should trust you." Deadpool smiled under his mask before gesturing to the air. "You can't trust me…. but you can trust the man upstairs!" Kitty looked up at him confused. "What are y-" _**"It's alright Kitty, Scott…we can trust him for the moment…" **_"Professor!?" Scott exclaimed, feeling the presence of his mentor in his mind. _**"I'm fine Scott. The others are heading towards this location. I suggest that we commandeer a jet for transport." **_Scott mentally agreed with his leader as he headed towards one of the vehicles. Kitty kept her eyes trained on the red clad mercenary as she waited for Cyclops to return. Deadpool noticed her stare and simply shrugged recalling the events that had led them o this moment.

…

**Prison Chamber, 1 hour ago**

Maverick backed away avoiding a sweep of a katana, courtesy of Deadpool. Professor X watched in awe as Deadpool turned on his Weapon Plus comrade. "What are you doing Wade!?" Maverick said as he drew one of his side arms. Deadpool launched forward and brought his blades down on Maverick who blocked them with his armored gauntlets. "Mixing things up Nord!" Deadpool pushed his assault as he tried for a sweep kick. Maverick leapt over the attack before delivering a stomp kick to the traitor. Deadpool smashed into the wall of the prison cell as Maverick leveled his side arm. Thinking quickly, Deadpool as he teleported out of the line of fire and right behind Maverick. The red clad assassin brought his sword down slicing one of the straps that held Mavericks mask in place.

The mask hit the floor with a 'clang' as Deadpool leapt back. "Do it now old man!" Nord charged up a blast of kinetic energy before a throbbing pain resonated through his skull. "Arrghh!" The giant screamed as he felt his mind breached by the telepathic mutant in the room. Charles Xavier dived into the mind of the large mutant and began to tear apart the mental blocks that had been put in place. "Graaah!" maverick slammed himself against the wall of the cell in an attempt to distract himself from the intense pain burning in his brain. Xavier pushed deeper, dragging everything he could to the surface of Mavericks mind. "Uggh!" Maverick collapsed to the floor unconscious as Deadpool sheathed his weapons. Xavier ceased his mental assault as he looked down at the beaten mutant. "It is done. With his healing factor he should be up in a few minutes." "Good. Thanks for the help baldy…now we can bust out your kids!" Xavier looked skeptically at the former soldier of Weapon Plus. "Why?" Deadpool raised a masked eyebrow at Xavier's question. "Why what?" "Why are you helping us to escape?" Deadpool shrugged his shoulders as he placed a device in the unconscious Nord's hand. "The holo-device should inform him of what's going on. As for you…I need to find a way to take you out of here along with your X-clowns." Xavier remained silent as Deadpool released the locks that held Xavier. "Well…let's get a move on!"

…

**Base Level, Hallways**

Bobby dashed down the hallway unleashing shards of ice into a group of guards that had rushed to stop him. Bobby enlarged his arm and covered in shards of ice. He slammed his fist into the door causing a large dent while frost and ice began to form over its surface. Iceman wrenched his arm free before he slammed it through the door. He created several harpoon like hooks on his fist before wrenching them into the door. With a strong pull, the cryokinetic mutant ripped the steel door off of the lab room's wall. The scientists inside scattered upon seeing the enraged X-Man, grabbing what they could as they sprinted from the room.

Bobby walked into the room, scanning the inside for any guards. While he saw no guards he did see several of his captured teammates. He saw Colossus locked in a holding mechanism while electricity coursed through his body, keeping him immobilized. Beast was held in a large glass container while he was hooked up to several breathing tubes. Storm and Dusk were both kept in to small pods that had several scanning devices running over their bodies.

Bobby moved towards Colossus containment unit and smashed the controls. The electrical surge ceased its activities as the power source to the cell died. Colossus slumped forward in his cell. The locks clicked open as the metal giant fell forward. He slowly rose to his feet and saw Bobby through the mirrored glass. Iceman used his mace-like arm to smash the rooms glass screen before hurling to spikes into the tank that housed beast. Water spurted forth from the tank as the glass continued to crack. Bobby then proceeded to wrench the pods open to rescue Dust and Storm. Realizing they weren't to badly injured Bobby sighed. 'Well at least there is a silver lining.' Bobby walked over to the tank that held Beast. The water level was low enough that he could break it open without any problems. He used an icicle to stab the glass, causing more cracks to form on its surface. He then slammed his fist into the glass causing it to shatter. Bobby caught the unconscious mutant as he lowered him to the ground. "Easy buddy…I gotcha." Bobby turned his head to see a recovering Colossus rising from the ground. The metal giant stomped forward and stood over the incapacitated forms of Storm and Dust. "Colossus! Grab them, I'll take Beast. We need to move now!" The metallic mutant nodded in agreement as he hoisted the two females over his shoulders. Bobby took another look around the room before asking a question. "Where are the others?" Colossus face held a grim expression. "I don not know where Logan is…but they did something to Kurt. They've turned him into a drone of some kind." Bobby's face contorted in anger before he spoke again. "And the others?" "I don't know. Kitty will be fine Bobby she is a strong woman." Bobby nodded his head in agreement before walking off with his teammates.

"Did you come here with the others?" "Yeah. The New Mutants grouped up with us to help." Colossus nodded in agreement. He then looked own at the young X-Man before speaking. "She will be fine Bobby. Kitty has proven herself very resourceful in the past." Bobby a little surprised at the giant's words. "Yeah I know that! Why bring that up?" Colossus lifted a piece of equipment out of the way as he walked towards the door. "Because you are obviously more concerned about her than the others." "That's not true!" Bobby tried to defend. "I'm worried about all of our teammates!" Colossus shook his head. "I know you're concerned for all our friends but you definetley show more for Kitty than the others. Have you told her how you feel?" Bobby looked at him with a look of pure shock. "Wha-!? I-I don't know what the Hell your talking about!" Colossus shrugged his shoulders at the boy's denial. "Deny it if you wish." Bobby trailed behind the armored giant, a slight blush forming on his face.

…

**Hallway**

Wolverine ran through the halls as he followed two familiar scents. One was that of Sabertooth, the other, Silver Fox. He didn't like the way the scents were setup, Sabertooth seemed to be stalking her, and Logan new that wouldn't end well. He rushed forward, tracking the two scents through the facility. As Logan passed a lab room he stopped. He looked into the indie of the glass room and saw several pods leaking cryogenic fluids on the floor. The rapid temperature change caused steam to billow in the room. Wolverine noticed that the glass wall that had separated the room from the hallway was destroyed. The feral mutant cautiously stepped inside the room, avoiding several sparking wires strewn throughout the lab. Several of the pods held numerous labels. On closer look Wolverine saw several numbers listed on the front of the pods.

Logan read the first three pods. "Weapon XII….Weapon XIII…. Weapon XIIII…they made more super-soldiers? Dammit!" Logan turned around to exit before he smelled something strange. "What is that?" Logan muttered to himself as he began to trace the scent. He approached a broken containment door that had been wrenched off of the wall. "Fuck…did Colossus rip his way through here?" After a quick sniff of the air he got his answer. 'Not Colossus.' Logan took two steps into the room when several bullets slammed into his chest, slamming him against the wall. "Grah!" the mutant grunted in pain as he slid down the wall, blood smearing it as he fell. "You are NOT taking me back!" Logan looked up to see a half-naked man with pale blond hair holding a handgun pointing at Logan's skull. "Hey bub…I'm not here t-" The bang of the gun silenced the clawed mutant as the unknown assailant fired off a round into his skull. "You are never taking me back!" The man turned to leave but stopped when he heard the crunching of glass behind him. The man whirled around only to be slammed by an elbow to his face. The impact of the attack broke the man's nose as he collapsed to the ground. Wolverine pinned him to the ground, a fist pressed against his throat, two claws extended. "You so much as breathe wrong and I'll unsheathe the middle on into your jugular!"

Seeing little options, the blonde haired man dropped his sidearm, surrendering to the feral X-Man. "Fine I yield…" Logan could see the sheer contempt held in the young man's eyes. "I ain't with the program bub…I'm the reason you get to be set free." The young man looked stunned for a moment before responding. "You're letting me go?" Wolverine stood up as he retracted his claws, "As long as you don't shoot me again. Who are you?" The blonde haired man rose from his seat as he cautiously retrieved his gun. Logan looked at the room in more detail and saw several dead soldiers and scientists. "My name… they called me weapon XIII….I…I don't have a name…" Wolverine looked at the man before gesturing to the room and scientists that surrounded them. "Did you do all this?" The man looked at the pile of corpses that surrounded the two men. "Not all of them…the ones with bullets are my kills…the walls and other people crushed to death…that was the others." "You mean your pals?" The man's face contorted with rage, "They are not my friends!" Wolverine narrowed his eyes at this. "So you gonna beat it, or…" The man looked around the room before responding. "I'm sure as Hell not staying here…those other mutants…they're heading for the hangar." With that said the young man exited through the opening in the room.

Logan exited the room to make way towards the hangar. He stopped about twenty seconds later when a scent caught his attention. "Fox…!" Logan dashed down the hallway, sprinting towards the source of the scent.

…**..**

**Hallway**

Bobby trailed behind Colossus as the metal giant plowed through the steel walls of the complex. Bobby lugged Beast through the hole in the wall before he saw the room they entered. It was full of jets and choppers being boarded by a large group of people wearing orange jumpsuits. "Are those mutants?" Bobby muttered out loud as he looked over the area. Colossus then looked at two mutants directing the flow of the transporters. Bobby followed his friends view. When his eyes fell on the two directing, a smile ripped across his face. "Kitty!" Said girl turned around and looked at Bobby. She sprinted towards the cryo-kinetic mutants and hugged him. Bobby returned the hug with as much force as he knew the girl could handle. "Your alive!" kitty exclaimed in joy. "Yeah! And its good to see that your ok!" Cyclops smiled at the scene in front of him.

When Kitty and Bobby realized that their actions were drawing attention to the themselves they broke the embrace, blushing, they attempted to change the subject. "Where are the others?" Kitty asked. Bobby tried to start his explanation when the professor's voice echoed through their minds. _**"They are on the way here. Logan is taking a small detour." **_Professor? Where are you?" Bobby's question was answered by none other than Deadpool. "Old baldy is up in the elevator being brought down by Maverick. Upon seeing the red clad mercenary Colossus and Iceman readied themselves for an attack. "Whoa! Wait! He's helping us!" Kitty leapt in front of her teammates, blocking their planned attack on Deadpool.

"Helping us!? This man attacked us! Our home! Our friends! We cannot trust him!" Colossus's rant was ended by Cyclops who stepped in to stop the quarreling. "The professor has told us we can trust him. He's also the one who set up the jailbreak." Bobby looked at the mercenary, confused but still burning with anger. "Why would you help us?" Deadpool smirked as he turned back towards the transports. "I can explain once we take care of the armed soldiers coming down the hallway. The group of conscious X-Men spun around to see the hangar doors burst forth with a large platoon of armored guards led by Wraith. "Wade! The Hell have you done!?" Deadpool looked around the room with a questioning glance. "Ummm…I'm pretty sure that I broke open the cells for the mutants, screwed over the program and basically fucked your career…am I missing anything?" Wraith snarled at his former subordinates as he drew his sidearm. "Die!" The general opened fire on the group of mutants, his soldiers doing the same. Bobby ran forward spraying a thick coating of ice in front of the soldiers and bullets, creating a solid wall of ice. The bullets slammed into the makeshift wall, causing cracks to spread across the wall. "That wont hold for long!" Bobby shouted as he continued to reinforce the wall. Cyclops readied his eyes to blast the attackers as soon as the wall fell. "Bobby when that thing cracks drop down!" Cyclops aimed his eyes on the wall, but before he could fire a red clad figure pushed him to the ground. Bullets ripped through the air as the X-Men dodged or blocked the assault.

Kitty grabbed Bobby allowing the bullets to phase through the two mutants. Colossus stood at the front of the group blocking the projectiles with his metal skin. The group of mutants looked at the perpatraitor to see General John Wraith wielding an assault rifle. The soldier fired off a grenade from the under-barrel on his rifle, only for Colossus to take the explosive shell head on, creating a large explosion. Colossus stomped forward intent on rending the general in two. Before the metal giant could kill him Wraith's form flickered out of existence. Colossus and the others stared in shock at the spot where the general once stood. "Shit! He can teleport!?" Kitty exclaimed. "Yeah…that's why he was our escape plan in the past…" Deadpool muttered. A moment later said mercenary through Cyclops towards his teammates while he drew his sword to block a knife swipe from a teleporting Wraith. "Fuck!" Wade said as he was pushed back. Wraith teleported again, reappearing at the mercenary's side while driving the knife into his back. "Guuugh!" Deadpool muttered as he took a sword swing at his former commander.

Wraith dodged the attack before firing off several bullets from his assault rifle. Deadpool teleported away in a flash of purple light. Reappearing on top of one of the jets, Deadpool drew his gun and began to open fire on Wraith who teleported away again. "Dammit!" Wade muttered to himself as he assessed his situation. The wall of ice finally shattered as the soldiers resumed firing on the mutants. The X-Men Sprung into action with Colossus and Iceman throwing up defenses while Cyclops and Kitty went on the offensive.

Wraith teleported to the far side of the room near one of the transport filled with mutants. The blades of the chopper began to whir to life as the hangar doors began to open. Sneering, Wraith loaded another grenade into his rifle before firing it at the escaping vehicle. The projectile collided with the right rotor causing the engine to burst into flames. The dual-rotor vehicle dropped from its hovering state and began to scrape against the floor as it fell from the hangar edge. The X-Men watched in horror as the chopper dropped from the hangar. Wraith smirked as he loaded another grenade into his gun and aimed it at the other choppers. As Wraith prepared to fire a screeching noise ripped through the air as a demolished transport floated into the chaotic hangar. "What!?" Wraith exclaimed as he saw the floating vehicle partially coated in flames. Floating in the air about twelve feet away from the machine was a red-haired mutant. When Scott looked at her a look of pure relief washed over him. "Jean!" Upon seeing her boyfriend her face lit up with joy as she lowered the floating vehicle. Wraith glared at the new comer as he spoke into his communicator. "Bring in the new recruit." The red-haired beauty landed on the floor as she hugged her boyfriend. "Where is everyone else?" She asked as she looked over the assembled group.

A loud 'Bamf' noise was heard behind the team as they tried to asses their situation. The group turned to see Nightcrawler armed with two blades and dressed in full armor. "Kurt? You're okay!" Kitty moved to approach her friend but was stopped by the metal hand of Colossus. Seeing his teammates concerns bobby stepped forward cautiously. "Kurt? Are you okay?" Bobby took two more steps before the dark-firred mutant teleported. Bobby readied himself for a fight when he heard the signature 'bamf' noise emanate from above him. He looked up to see Nightcrawler descending on him, swords drawn. Bobby was quick enough to throw up his arms in defense as the blades stabbed through his ice-form, lodging themselves within his icy shell. "Kurt it's me! Bobby!" The young mutant gave nor response as he removed the blades and aimed for another sword swipe. Before the weapon could collide with Iceman's form, a purple light flashed before two katanas intercepted the mutant's blade. Deadpool broke the sword lock before delivering a solid lateral kick to the teleporter's stomach. Nightcrawler tumbled back as he tried to recover from the initial assault. Deadpool drew his pistol and opened fire on the teleporter causing the sword wielder to teleport away.

Nightcrawler reappeared near Wraith in a crouched position, swords ready for another attack. "Kurt what are you doing!?" Scott shouted in anger. Nightcrawler remained silent as he stared down his teammates, his eyes void of any emotion. "Scott…some ones tampered with his mind somehow!" Bobby looked at Jean with an expression of shock. "What about our mental blocks!?" "Someone must have found a way through them!" "Silver Fox has always been rather skilled in finding ways around conventional telepathic abilities." The X-Men returned their attention to the smiling Wraith who loaded a fresh clip into his assault rifle. Loud screams of terror echoed through the hangar as the captive mutants sprinted towards the transports. "Everyone run!" Calisto shouted as she drew a knife from one of the unconscious guards. Dazzler began to fire off blast of light that exploded down the hall. Bobby looked at the mutants and followed their gazes to see the face of the man who had ripped off his arm at the mansion.

Sabertooth rushed forward slamming into dazzler before drawing his claws. A knife, thrown by Calisto, lodged itself in Sabertooth's right shoulder. The enforcer grunted in pain as he took a step back from Dazzler, allowing Calisto to rush to her aid. Sabertooth wrenched the knife from his shoulder before throwing it to the ground. "Bitch! You'll pay for that!" Sabertooth unleashed his claws as he approached the group, his enlarged canines glinted maliciously in the light of the hangar. Before the feral murderer could attack a large white figure barreled into the enforcer, slamming him into a parked chopper. Caliban snarled as he stabbed his claws into Sabertooth's shoulder. "You attacked Calibans friends! You murdered Caliban's people! Now Caliban kill you!" Sabertooth snarled in response as he grappled with the pale goliath. "Lets see if you can!" Sabertooth exclaimed as he pushed off the vehicle continuing to grapple with the larger mutant. Caliban lifted Sabertooth into the air before chucking him onto the floor. The feral mutant rolled to his feet, claws ready as he snarled at his new prey. "You better make this fun freak!"

…

**Lab, Weapon Plus Base**

Logan slashed through the doors to the lab, desperately trying to get to the inside of the lab room. His claws pierced through the steel door as he wrenched it out of his path. "Fox!" Wolverine quickly scanned the room seeing it smashed and ruined. Vials of chemicals laid on the floor, spilt and broken. Mechanical equipment and computers were equally destroyed as wire sparked over the floor and tables of the room. Wolverine eyes glanced over another table, one covered with a dark red liquid staining its surface. Logan rushed over to the table and threw it out of his way. What he saw enraged him more than he had been in years.

On the floor of the lab laid the bloody form of Silver Fox. Her stomach was sliced fully across as blood continued to pour from her wound. "Fox…" Wolverine picked her up off the floor using her tattered lab coat to dress the wound. "Fox wake up! Come on!" Fox slowly opened her eyes as she stared blankly at the ceiling. "L-L-Logan…" Wolverine cradled her head focusing her eyes on him. "Creed…he did this didn't he!?" Logan snarled as he slowly lifted her off the ground. He walked with her towards the door planning on taking her with him when she lifted her arm to touch his shoulder. "Don't…" "Fox if I don't get you help your gonna bleed to death! You don't have my healing factor do you!?" "Fox shifted her head slightly to the left answering his question. "Logan…this is what I deserve…" "NO! I'm getting you help NOW!" Logan walked forward carrying her out of the room and towards the hangar. "You know what I've done…to you….those mutants to Laura…" "Who?" "Your daughter…X-23….her real name is Laura…Kinney…" Logan looked at her, surprise evident on his face. "Laura…" Fox weakly nodded. "Her mother…gave her the name…she's like you…lost…" "I know…She tried to kill me. She's got skill…" Fox looked up at him, concern building in her eyes. "Is she…?" Logan nodded his head. Silver Fox let out a sigh before she began to cough, blood dripping from her mouth. "Hang on!" Fox again grasped Logan's arm as he continued to the hangar.

"We both…know…I'm not gonna make it…: The woman's breathing became even more ragged as the make shift bandage over her stomach dripped with blood. "We both know… I don't…deserve to make it…" Logan snarled at this as he continued to walk. "Fox! I swear to god I will end you if you don't shut up!" Silver Fox simply smiled at this. "Ha…that would actually… be…. Preferable. Logan…please…" Logan stopped moving as he lowered her to the ground as he tried to redress the wound. "Fox I am not letting you die!" The female doctor gave a weak smile at Logan's persevearance. "I don't deserve…" "Fox I will kill you if you don't shut it!" "Then do it…I'm already dead…" Logan glared down at the dying woman in his arms. "Just promise me…that you'll help her…we made her into a weapon…" Logan's gaze softened as he realized what she was asking. "I'll take care of her. Now save your breath!" Fox gently shook her head. "This is what I deserve…I hurt those mutants…and your friend…I'm sorry…" "Don't start asking for forgiveness now! Do not ask that of me!" Fox smiled before speaking again, her skin already becoming pale. "That's not our style…remember…?" Fox gently raised her hand to stroke Logan's face, a frail smile appearing on her lips. "Just eave me here…and promise me…promise me she wont end up like the rest of us, please?" Logan nodded his head in response. Fox smiled, reassured by Logan's response. "Thank you…"

Logan cradled Fox as her breathing continued to weaken. "For what its worth…I'm sorry…for everything…" Logan could see tears forming in the corners of her eyes. "Yeah…you weren't the only one who did some bad." "Yeah but you did some good…right?" Logan nodded his head. "Then it's…ok…" Fox closed her eyes as the smile remained. "Fox?" Logan asked but received no response. Growing desperate, Wolverine shook her lightly while speaking her name a little louder. "Fox." Still no response came. Logan lowered his head as a single tear fell from his left eye. "Dammit…! Dammit! Dammit! Dammit!" the feral mutant exclaimed as he held the woman in his arms. He slowly lowered his face to hers as he kissed her on the lips. "I'm sorry…" Logan said as he laid her body down on the cold steel floor of the compound. Logan could feel his rage rising once again, drowning out the familiar pain of loss. Logan howled in anguish as he clutched the dead body of Silver Fox in his arms.

**I have to say these chapters are taking longer than I planned. After this arc is done I will return my focus to writing my Spiderman story as I still have a few more pages to write of the next chapter. Please follow and review! **


	8. Chapter 8

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners. **

**Chapter 6**

**Grudge Match**

**Weapon Plus Base, Hangar**

Bullets flew through the air as the battle in the hangar escalated. Wraith and his soldiers opened fire on the large group of mutants that were currently wrecking their air force. Cyclops unleashed a barrage of energy beams that slammed into the side of a jumbo jet. The metal vehicle exploded in a mass of heat and shrapnel as flames engulfed the room. Iceman went to work protecting the others by throwing up a wall of ice. The flames smashed into the makeshift glacier barely causing any disfiguration. Wraith snarled as he grabbed several of his men, teleporting them to the far side of the hangar. Nightcrawler followed suit, teleporting onto one of the higher jets for a better vantage point. He gazed down at the X-Men drawing one of his blades as he ready himself fro another surprise attack.

Before he could leap from his perch, a flash of purple light revealed a fast moving Deadpool, blades drawn. The Merc-with- a-mouth struck forward, stabbing forth with his right sword while guarding with his left. Nightcrawler leapt over the attack while slashing down with his left blade. Steel met steel as the two sword wielders slashed and parried each other's blows. Deadpool back flipped away from the mutant's sword swipe, hurling his left sword as a make shift projectile. Kurt teleported out of the path of the spinning blade, allowing it t imbed itself in the jet's roof. Nightcrawler reappeared behind Deadpool as he brought his two blades down on the mercenary's body. Deadpool countered by blocking one blade and using his left arm to stop the remaining blade. The weapon pierced Wade's hand causing the former enforcer to grunt in pain. Wade gripped the blade that was imbedded in his left hand before pulling the former X-Man into a vicious head-butt. Nightcrawler stumbled back in pain as Deadpool's hand regenerated from the stab-wound.

The red mercenary drew his sidearm before unleashing a volley of bullets at the disoriented mutant. The bullets stopped just in front of the teleporter who was starting to recover from Deadpool's initial attack. Wade looked to see Jean Grey floating in the air. She waved her hand towards Deadpool who was hurled back by the telekinetic force, throwing him off of the carrier jet's roof. Jean returned her attention to Nightcrawler who had recovered his swords and stood ready for a fight. "Kurt I'm not going to hurt you! But I need to stop you!" Jean raised her hands to her head, preparing to unleash a telepathic assault on her young friend. Before she could initiate the attack, Kurt teleported in front of her, slashing at her with his blades. Jean had to cease her mental preparation as she stopped his attack in mid-stroke. Nightcrawler floated motionless for exactly one second before his prehensile tail shot forward wrapping around the red-head's neck. "Gaaak!" Jean croaked out as the appendage began to suffocate her. With her concentration broken the telekinetic force that held them in place dissipated causing them to plummet to the ground. Kurt teleported away as Jean fell. Scott saw this from his position on the ground and immediately moved into action. "Jean!" Cyclops dove forward catching his falling lover in his arms as he performed a roll on the ground to slow his momentum. Kitty looked up to see Nightcrawler reappear near a group of soldiers before they opened fire. Kitty became intangible while Colossus stood in front of most of the wounded or unconscious X-Men. Bobby threw up another wall of ice to shield the remaining mutants from the bullets.

By now most of the captives had made it onto one of the carrier jets. The machine roared to life as its engine fired, lifting the vehicle off the ground as it moved towards the edge of the hangar. Wraith saw the moving vehicle and teleported to get in range of the jet. He reappeared about forty feet away from the jet, aiming his rifle at the vehicle. Before he could fire off a shot a blast of wind slammed into the general, flooring the mutant leader of Weapon Plus as the carrier jet flew from the hangar. The assembled X-Men turned to see an African-American beauty in an X-Men's uniform standing near the downed Duck and Beast. "Storm!" Kitty shouted in joy. The weather-manipulating mutant's eyes glowed white as the wind inside the hangar began to swirl and increase in intensity. The soldiers that had once aimed their weapons at the group of X-Men instead focused their aim on a single target, Storm. Bullets flew as the soldiers pulled the trigger to their weapons. A wall of telekinetic sopped the bullets in mid flight, rotating them before crushing them into small pellets that clattered to the ground.

Jean's eye's glowed with a light purple as pieces of debris began to float off the ground. The Weapon Plus soldiers began to back up as their weapons continued to fire. The wind around Storm began to increase as miniature cyclones swirled around the female X-Men. "You attacked my friends and my home! Now…allow me to return the favor!" The miniature cyclones shot forward, slamming into the assembled group of soldiers with an immeasurable ferocity. Bodies were sent flying through the hangar as the cyclones ripped through the armed forces of Weapon Plus. Lightning began to course through the air as storm prepared to launch another attack. Her concentration however was derailed when a large white figure slammed into a vehicle right next to her.

Caliban smashed through the windshield of a parked Humvee, barreling through the back of the vehicle. Caliban's momentum was finally stopped when he slammed to the ground of the hangar. Wounds covered his body as he laid still on the concrete floor. The mutants turned to see a snarling Sabertooth, claws extended, slowly approaching them. "That little pest was a pain in my ass!" The feral mutant stomped towards the X-Men, intent on ripping the team of mutants apart. "Now its your turn to die!" Sabertooth leapt towards Storm but was intercepted by Colossus who slammed into him with force of a speeding tank. Sabertooth slammed into the wall leaving a decent sized dent in its structure. "I remember you!" Colossus exclaimed as he grabbed Sabertooth by the throat. The metal giant lifted the feral enforcer off the ground before hurling him into an armored vehicle. Sabertooth moved to recover from the attack by rolling out of the way of a metal punch. "You fucking tin can!" Sabertooth lunged forward slashing at the metal X-Men with his adamantium claws. Colossus grunted in pain as the metallic claws scraped across his metal form. "Graaah!" Colossus retaliated with a haymaker fist to the mutant's jaw. A loud popping noise could be heard as Sabertooth's jaw was dislocated. The mutant collapsed to the ground, snarling as he began to manual reset his jaw. "That…hurt!" Sabertooth snarled at the enraged X-Men while raising his claws.

Before Sabertooth could attack, a blue furred mutant slammed into the feral enforcer of Weapon Plus. "Beast!" Bobby exclaimed. The blue mutant slashed at Sabertooth with an animalistic fury, his lynx-like face contorting in rage. The two animal themed mutants continued to slash and claw at each other as their fight continued. Beast delivered a powerful kick to the enforcer's stomach causing Sabertooth to stumble back in pain. "Grrr! Why wont you X-Men just quit!" "We won't stop until this place is destroyed!" Hank exclaimed, rage filling his voice. Beast leapt forward in an attempt to slash Creed's head off, but he was intercepted by a dark figure that appeared from a purple cloud of smoke. The smaller figure delivered a powerful drop kick to Beast's stomach, sending the blue mutant back several feet. Looking up, Beast saw Nightcrawler poised for another assault, blades drawn. "Kurt! What are you doing!?" Colossus stepped forward in front of Beast as he stared Nightcrawler down. "He's been brainwashed by them." Beast's eyes widened for a moment before they narrowed in anger. "If that's the case we'll have to immobilize him somehow."

Sabertooth snarled as he stepped forward to intercept the two mutants. Before he could a familiar scent caught his attention. "Well, well, the runt finally made it…" Sabertooth sported a wicked grin as he stalked forward, intent on hunting his new prey. He dashed towards the edge of the hangar, ignoring the orders screamed by Wraith. Sabertooth stopped just in front of the hangar doors, claws ready. The doors began to open to reveal a lone figure standing in the hall. Upon seeing his target, Creed's grin grew wider and even more sinister. "Heh…did you see the present I left you…Runt!" Wolverine remained silent as he slowly opened his eyes to reveal two feral orbs that held nothing but pure fury. His claws burst forth from his wrist, allowing blood to trickle down the adamantium blades. "I'm gonna kill you… "I'm going to rip your head from your body… and I'm going to scalp it as my trophy for what you've done CREED!" Wolverine launched forward thrusting his wright claw forward to impale his nemesis. Sabertooth grinned in response before counterattacking with his own set of claws. The two mutants continued to strike at each other as their blood feud fueled their aggression.

Kitty and Bobby could only watch in shock and awe at how furious their teacher was. Wolverine struck out with his left leg, delivering a powerful sidekick to Sabertooth's side. The mutant quickly recovered as he lunged forward with his claw in an attempt to slice Wolverine's throat. Logan leapt back to gain some distance before he lunged headfirst into his fight. He used his left claw to block a slash attack from Sabertooth and retaliated with his right hand, imbedding his claws in the feral mutant's stomach. Sabertooth grunted in pain as he grabbed Wolverine by the arm before lifting him into the air. He chucked the shorter mutant at an armored vehicle, which he subsequently smashed through. Logan slowly lifted himself out of the broken vehicle but quickly rolled to the side to avoid a leap attack from Creed. Logan rolled to his feet and readied his claws for another attack. "This won't end Runt! We can't die!" Wolverine snarled at his foe's boasting. "We ain't immortal Creed! Just fucking hard to kill!" Logan shot forward with his claws outstretched. "And I'm gonna be the first to prove it!"

…**.**

**Weapon Plus Base, Outside**

A black helicopter soared over the area as it approached the Weapon Plus base. The chopper had the appearance of a dual engine chopper armed to the teeth with missiles and machine guns. The chopper flew in closer towards the base's structure. The outside of the base was on fire. Flames danced on the surface of the dam, debris littered the tree line as the burning wreckage of what use to be helicopters and trucks dotted the Canadian landscape.

Inside the chopper a handful of soldier in heavily armed combat suits were readying their weapons for the upcoming raid. Two figures stood out from the rest. One was dressed in a silver combat suit with a white streak zigzagging over his chest. The other figure, a blonde haired man, was dressed in a black combat suit with a red triangle positioned on his chest. The latter of the two carried a bow; a matching quiver was strapped to his back as well as he placed a pair of sunglasses over his eyes.

"I thought only douche-bags wore sunglasses at night." The blonde haired archer looked at his silver-haired colleague with contempt. "You should be happy I agreed to come along on this. The boss just wanted it to be you and him don there with some standard soldiers…so don't start anymore shit kid!" The silver-haired glared at the archer as a door to the cockpit opened to reveal an African-American man with an eye-patch and a long, black trench coat. "Stop the argument now. We need move soon if we ant this whole thing to end." The man looked at his group of soldiers before motioning them to sit down. "We're going in on our own from here. Remember you get caught or killed we count you as a rogue operative…understand?" Both men nodded their heads in agreement. Before stepping towards the chopper's doors.

The metal doors opened to release a gust of air that whipped through the compartment. The standard soldiers scrambled into their seats while strapping themselves into the chairs. The remaining three men stood near the chopper's opening. "We have one hour tops! After that…we're on our own!" The leader of the group shouted over the raging wind. He then grabbed a backpack from the side of the doors before jumping out of the chopper. The other two men quickly followed, grabbing packs from the chopper's side as they leapt from the vehicle.

The trio plummeted several dozen feet before they pulled on the cords that were attached to the backpacks. A black and silver parachute erupted from the packs that each man carried. Each member felt the sudden lurch and jolt that came with the release of the chute.

The trio floated to the ground just outside of the dam, avoiding the raging river that had become of the previous structure. They quickly removed the packs from their shoulders and headed for the opening in the dam. "Hawkeye, Quicksilver head towards the hangar. Our inside man should be there with the other mutants." Quicksilver nodded his head before running up the side of the dam and into the facility. Hawkeye followed by firing off a grapple arrow that lodged into the edge of the dam's front structure. He clicked a button on his bow and was hoisted into the air by the arrow's retractable coil. Nick Fury watched as two of his Ultimates entered the base. He drew his weapon (a modified shotgun) and headed towards the building. 'This ends tonight!' the man thought as he headed towards the Weapon Plus facility. As he approached it he saw a lone figure descending down the broken walls of the dam. From what Fury cold se the man was wearing a pair of torn combat cargos caked in blood. The same could be said about the rest of his clothing as they were torn and bloodied and size bigger than he should be wearing. Fury raised his rifle as soon as the pale haired man's eyes glanced at him.

Fury pulled the trigger, jerking the gun to the right as he did so. The buckshot soared to the left of the man as it destroyed a small piece of metal. "You missed." The man deadpanned as Fury cautiously approached him. "Drop the gun son." The young man looked at the weapon in his right hand before shaking his head. "Not happening." Fury's eyes narrowed in response as he tightened his grip on his shotgun. The young man saw this action but refrained from reacting. "I'm not surrendering my gun…but I'm not going to shoot it either." Fury noticed that the man's left hand was bleeding, the blood dropping to the mountain grounds. "Show me your left hand." Fury said as he raised his weapon. The man looked at his left hand before slowly raising it so the one-eyed man could see it. The man's wrist was bleeding from a cut on top of the wrist. Fury could see several cuts across the man's wrist that was slowly beginning to heal. The cuts revealed a small number: **XIII**.

Fury lowered his weapon slightly before walking past the man. "Get out of here kid. I'm not interested in their experiments." The young man looked at Fury as he headed towards the dam. "Most of them are in the hangar." Fury spared a glance at the man as he slowly walked away. "What did they call you, kid?" The younger soldier stopped walking as he gripped his weapon tighter. "They called me weapon thirteen." "And now?" "Still figuring that part out." Fury smirked as he turned his attention back towards the dam.

The pale haired man looked back at Fury's back some last time before he ran out into the forest, trying to put as much difference between him and his former prison.

…

**Hangar**

Cyclops discharged another blast of red energy from his eyes as the guards prepared to fire again. The blast of energy slammed into the group of soldiers, flooring them instantly. Wraith attempted to fire off another grenade but was countered when a shard of ice impaled his gun through the side. "Guuh!" Wraith threw down his rifle and drew his combat knife as he turned to face Iceman. "You want the others…you go through me!" Wraith slowly approached the cryokinetic mutant as he twirled his knife around. "Boy…you don't know who you're messing with." Bobby's arms grew two blades that curved around the side of his elbows. He slowly raised his arms in a defensive stance. "I'm fighting a fucking psycho who attacked my friends! I know exactly who I'm fighting!" Bobby charged forwards swinging his arms in an attempt to slice the general in two. Unfortunately the man teleported away the instant Bobby came close.

He reappeared about twenty feet away where he drew his sidearm and fired off several bullets into Iceman's back. Bobby grunted as the bullets slammed into back. He turned around and let loose a volley of ice shards at the teleporting mutant, but again he escaped by teleporting. The other X-Men continued their assault on the soldiers as the last jet of mutants flew from the hangar. This left only the X-Men and the three Morlocks, Calisto, Dazzler and Caliban. The latter of which was aiding beast against Nightcrawler.

Dazzler entered the fray too as she launched a set of explosive energy at the teleporter. Kurt disappeared in a blast of purple smoke before reappearing behind her. He slashed at her with his blades but was intercepted when Caliban slammed into him. The pale mutant grabbed the teleporter by the throat before hurling him towards a car. The mutant teleported behind Caliban. Using his momentum, Kurt swung his leg around and delivered a powerful kick to Caliban's skull. The large Morlock fell to a knee as he tried to recover. Before Kurt could deliver a killing blow with his blades a blue furred Beast tackled him to the ground. "Kurt you need to wake up! It's me!" Nightcralwer pushed back and grappled with his former teammate pushing him on his back. "It's Hank!" Nightcrawler dropped his left blade and allowed his tail to catch it. His pointed tail lifted the blade behind Beasts neck and leveled itself to strike.

Caliban Stood with the help of Dazzler before they saw what the brainwashed X-Men planned to do to his former friend. "Nooo!" Dazzler screamed. Before the others could react, Caliban decided to end the threat. His eyes glowed with an intense orange light as he pierced through the walls of Nightcrawler's mind. He tore through his memories and sought out several specific ones. Caliban's strength, both physical and mental, came from his opponent's fear. He could feel the fear from the guards, from his fellow Morlocks, and from the X-Men themselves. But as he delved into the mind of the turncoat X-Man, he saw a memory that he could make his victim relive. A tragedy that even the hardened Caliban felt sympathy for. 'You have suffered X-Man, forgive me for reopening this wound.' As Kurt's tail pulled back to deliver the killing stroke his eyes lit up with the same orange light as Caliban's.

Images flashed through Kurt's mind as he relived the worst day of his life. "Graaaaaaaah!" Kurt dropped his blades to the ground as he backed away from Beast. He grabbed his head in pain as he fell to his knees. "No stop Stephen! Stop!" Kurt continued to wail as Beast recovered from the initial attack. He looked down at his friend in concern. "What happened!?" He muttered. Dazzler looked at Caliban before she turned her gaze back to Kurt. "Caliban…what did you do!?" Beast turned to look at Caliban. "What…did you do!?" Caliban snarled in response before he stomped towards the teleporter. "Hurrn…Caliban did what was needed. He will live!" Caliban slammed his fist into the face of Nightcrawler, knocking the young mutant unconscious. Dazzler ran to the mutant's side along with Beast. Hank checked his pulse and sighed in relief. "He'll live." The two mutants lifted him off the ground as Beast carried him over his shoulder.

As the four mutants headed to help the other X-Men a large explosion rocked the base's foundation causing many of the inhabitants to stumble. "What was that!?" Cyclops shouted out as he delivered a punch to a soldier's jaw. Jean looked up at the ceiling and saw small pieces of rock and metal falling from the roof. "That must be Cerebro in the black bird!" "It's running air raids on the base!" Bobby called out as he threw up an ice wall to block a slew of bullets courtesy of Wraith. "Damn you!" Bobby exclaimed as he hurled another set ice shards at the teleporting mutant-hunter. Wraith ported out of the way before reappearing behind a truck, out of sight of the X-Men. 'Damn!' Wraith thought as he leaned back against the back of the jeep. He glanced down at his left shoulder to see a shard of ice imbedded in his arm. He grabbed the crude projectile before yanking it out of his arm, grunting in pain. 'Wish I had that healing factor now!' Wraith looked down at his wounded shoulder before he checked his sidearm to find it had only a few bullets left. Another explosion rocked the base. 'These X-Men are more trouble than I thought.' Wraith thought as he loaded a fresh clip into his gun.

Another explosion ripped through the hangar as five figures entered the room. Surge unleashed a blast of electric energy that slammed into the jeep that Wraith was currently resting on. Thinking quickly, Wraith teleported away from the jeep before it detonated like a bomb. Mercury and Rockslide burst forward as they began to slice and bash the armed soldiers that stood in their way. Chamber lagged behind his teammates as he carried a still unconscious Husk on his back. Lets get these sons of bitches!" Rockslide screamed as he charged towards the Weapon Plus grunts. The rock-skinned mutant slammed into the soldiers like a speeding tank, scattering their ranks and sending them sprawling on the floor. "Lets move now!" Chamber exclaimed as he fired off a blast of energy that slammed into a park jeep. The targeted vehicle exploded in a mass of fire and shrapnel. "Surge! Rockslide! Keep laying down the hurt! Mercury! Help move the wounded out of the fight!" The assembled New Mutants move to enact their defacto leader's orders. Surge unleashed a blast of electrical energy that soared through the hangar, scattering the guards. Mercury rushed to the aid of Nightcrawler and Dust, the latter of which was beginning to regain consciousness. Mercury took Nightcrawler from Beast before helping Dust to her feet. She had been stripped of her Burqa and dressed in the same prison clothes as Kitty and Cyclops.

Soorya looked mortified at the loss of her religious garment. Mercury saw her friend's dilemma and looked at her sympathetically. "Soorya! Want some payback?" Dust's eyes narrowed in response before her human form began to dissolve into a pile of sand. The pile soon began to lift into the air until it took an enlarged, vaguely, human shape. The sand construct lunged forward slamming face first into the soldiers before increase the speed of the sand. Soon enough a miniature sandstorm had covered a small portion of the hangar, flaying any guards caught inside. "Way to go girl!" Mercury shouted out in excitement while pumping her fist in the air.

While the New Mutants aided the core X-Men in fending off the Weapon Plus operatives, Logan was locked in a fierce fight with Sabertooth. The two feral mutants clashed like animals, ripping and tearing each other apart. "Graaah!" Wolverine shouted as he stabbed Sabertooth in the chest. "Guuh!" Creed grunted as he felt adamantium scrape against adamantium inside his chest. "Nice try runt!" Sabertooth stabbed both his hands into Wolverine stomach before hoisting him off the ground. "Aaaaaaargggg!" Logan screamed out in agony as Sabertooth chucked him at the far wall of the hangar. Sabertooth grinned at his handiwork before walking towards a downed guard. He grabbed the man's body and pulled the pins on the grenade belt. "Heal from this runt!" The feral enforcer chucked the man's body at the downed X-Man. Creed grinned wildly as he watched the explosion flash in front of his face. ''Goodbye Logan!'' Sabertooth turned away from the smoking hole in the hangar wall to focus his attention on the New Mutants.

Creed snarled as a malicious grin grew on his face. ''More prey…" He mumbled as his claws extended. He marched towards the group of young mutants, drawing the attention of both Shadowcat and Iceman. Bobby looked at the direction in which Sabertooth was heading. "No!" Bobby shouted as he dashed to intercept the murderous mutant. Sabertooth noticed the young X-Man approaching and turned his attention onto him. "Here for another beat down kid!?" Sabertooth taunted. Bobby grew two claws on the front of his wrists almost identical to the ones he used against X-23. "Last time I had to protect my friends. This time I do that by killing you!" Bobby rushed forward as he tried to slice the mutant on the torso. Sabertooth countered with his claws before he stomped kicked Iceman in the gut. Bobby was sent sprawling to the ground. "That ain't gonna make a difference here brat!" Before Sabertooth could attack, his feet began to sink into the ground.

"What!?" "Should've watched watched your back jackass!" Kitty exclaimed as she stood behind Sabertooth. Bobby took a advantage of the distraction and plunged his claw into Sabertooth's neck. Or he would have if the mutant hadn't countered it. He then grabbed the cryo-kinetic before swinging him at Shadowcat. The female X-Man became intangible as her teammate was sent through her. She saw Bobby slam through a jeep, leaving a giant opening in its side door. "Bobby!" In her moment of panic, Sabertooth had wrenched himself free of the sinkhole trap. He grabbed Kitty by the throat before slamming her to the ground. The impact of the blow knocked the wind out of her lungs causing her to cough and gag. "Adios bitch!" Sabertooth reeled back his left claw to slice her throat. Bobby looked at the impending scene and screamed in horror. "Nooooo!"

Sabertooth struck forwards with his claw but was slammed to the ground by a yellow and black clothed figure. The two figures rolled on the ground for a moment before they stood up to face each other. Sabertooth's grin faded when he saw Wolverine standing in front of him in a torn X-Men uniform. "We're not done yet Creed!'' "Why wont you stay dead!?" The two mutants charged at each other to continue their grudge match. Bobby ran to Kitty's side helping her to her feet. "You okay!?" Kitty nodded her head weakly. Wolverine saw the scene from the corner of his eye as he slashed Sabertooth's arm. The two mutants continued their fight as they made their way towards the edge of the hangar. "You've really gotten soft!" Sabertooth slashed Logan's right leg before kicking him to the ground near the edge of the hangar. Wolverine slammed his claws into the ground to stall his momentum. Logan glanced over his shoulder to see the rocky cliffs of the Canadian mountain that the base was built into. "I don't get your meaning Creed!" "Please…you used to be a killer just like me. But now…" Sabertooth lunged forward in an attempt to cut Logan's head off. Wolverine rolled to the side while slashing his enemy across the chest.

"I still don't get it Creed! I'm not a monster like you!" "Nah…you're just like me. Just weaker…more…humane." A wicked grin spread across the feral mutant's face while Wolverine's contorted in rage. "I'm nothing like you!" "We're the same! We're both animals! We kill! We survive!" Wolverine charged forward delivering several deep cuts to Sabertooth's hide while receiving several wounds of his own. The duo backed off their fight to gain some distance. "We've both killed…and admit it. You liked killing just as much as I do…but now…your soft, weak, just an animal trying to play teacher!'' Wolverine snarled as his hands tightened. "Once I kill you…I'll kill those kids…slowly…and painfully…. So I can enjoy their screams!" Sabertooth Charged forward while Logan remained motionless. He let the words Creed had screamed mere seconds ago sink in. Sabertooth leapt into the air so he could kill his former partner, but before he could deliver the killing blow, Wolverine thrusted his right claw into Sabertooth's gut before flinging him towards the hangar edge. The feral enforcer hit the floor hard but rolled to his feet while gripping his wound. "Guh!'' Sabertooth stopped just short of the edge before he looked up to see Logan midway in the air, claws out stretched and swinging towards his opponent's neck. " Fuck…" Wolverine's claws sliced through Creed's neck. Blood spurted from the wound, painting the floor crimson. Wolverine saw Sabertooth's head fall back before he delivered a solid kick to his murderous colleague. The limp body of the mutant fell from the ledge before plummeting to the forest below.

"Whatever I was…I'm better than that now!" Logan said as he stared down into the dark forest. Wolverine turned his attention back to the firefight raging behind him. Another explosion rocked the building causing all inhabitants to stumble. Logan saw a helicopter hanging just a few miles off the side of the forest circling the area like a hawk. "What is that…?' Logan muttered before he returned his attention to the fight raging inside. By now many of the soldier were either dead or out of commission leaving only a handful of soldier and Wraith left. Said general was running low on both ammo and ideas as he watched another group of soldiers be decimated by the X-Men. A blast of electricity ripped through the hangar as it slammed into another vehicle destroying it. "That's for wrecking our house!" Surge screamed as she released another arc of electricity. Wraith had had enough of the mutants wrecking his base. He teleported behind Surge before kicking her to the ground. The blue haired mutant looked up in time to see the man level his gun a her head. "Die."

A loud gunshot was heard that echoed through the hangar. The X-Men turned to see Wraith standing over Surge. The general backed up a step as he realized what had happened. He brought his left hand up to his stomach where blood seeped from the buckshot that had pierced his skin. He turned his head to see an African-American man in a black trench coat stood at the entrance to one the hangar. He held a smoking shotgun in his hand leveled at Wraith. "F-Fury…? Why…?" Wraith fell to the ground as blood pooled at his feet. "All mutants in this facility…are hereby free!"

The remaining soldiers who still were able to fight lowered their weapons as they saw their commander lying dead on the floor. Fury took another step into the room before he turned his head to the hangar entrance. Two figures moved in with him. One was a wheel-chair bound man, the other a tall man wearing combat armor and a metal mask. "Professor!" Jean shouted in relief as she and the remaining X-Men gathered around their mentor. "Its over…we're done here." Xavier's words were a great comfort to the assembled team of heroes.

Logan walked towards the group but ignored the reunion to speak to Fury. "What are you doing here Nicky?" Fury looked at Logan, soon followed by everyone else who looked at the mystery man in question. "I came here to help you. I admit…I was a little late." Wolverine stared at the director of SHIELD until Jean spoke up. "He gave us the intel we needed to stage the breakout." "I had a little help with that." Fury spoke as he turned to look at Deadpool and Maverick. The two former Weapon Plus members were making their way towards a still functioning carrier chopper. The red mercenary turned around and looked at Fury before speaking. "Hey it wasn't easy but we did it! You know where to send us the money!" The two men proceeded to enter the chopper as the X-Men turned their attention back to Fury. "They cost me a fortune…" He muttered as he shook his head.

Wolverine grabbed Fury by the shoulder before he pulled him off to the side. "What's this all about Nick? You and I both know that you don't go for the hero act." Fury smirked at this before answering. "That's true. Weapon Plus had been acting illegally and against government interests. Besides they had intel on mutants." "So you did this to get rid of a thorn in your side and bag yourself some useful info…you never change." Logan scoffed as he turned his back to Fury. "True. But I also did it to repay a favor from a long time ago." This drew the attention of several eavesdropping X-Men who looked at Logan and Fury Questioningly. Logan remained silent allowing Fury to speak again. "I owed you, Logan." "For what?" "Don't play dumb with me man. You know what I mean. I never forgot that…and neither should you." Fury then proceeded to walk through the entrance to the main base, leaving the team of mutants alone.

Xavier looked up at his students and smiled at them, although it was clearly a half-hearted one. "Let us go home my X-Men." The team of assembled mutants nodded their heads in agreement. Cyclops took a few feet forward before he turned to look at Wolverine. The feral mutant hadn't moved an inch as he continued to look at the ruined base. The others notice this as well, but a hand gesture from Scott told them to leave it to him. The others nodded before heading towards the edge of the hangar where Cerebro was having the jet hover near for an extraction.

"Logan!" Wolverine turned his head to look at Cyclops before returning his attention to the base. "What Cyke?" Cyclops stepped closer to his teammate before speaking again. "We're leaving…what are you looking for?" Logan remained silent as he continued to stare at the destroyed hangar. After another long moment of silence Logan let out a sigh before turning around and walking towards the black bird. Cyclops quickly followed him as they boarded the jet. Once all members were accounted for the jet took off for Manhattan to deposit the remaining members of the Morlocks in their underground tunnels beneath the island.

…**.**

**Xavier Institute for Higher Learning, New York**

The black bird descended into the hangar underneath the school landing with a noticeable screech as it landed on the metal floor. The group of tired mutants exited the jet as they made their way towards the underground facility. "Professor what will we do about the school? It's destroyed." The professor rolled alongside Storm before answering her question. "It can be rebuilt. Only the west wing was completely damaged. The rest of the facilities are still intact. For now we will keep the students at the safe house while we remain here. I'll contact some colleagues to get the mansion repaired." The group nodded in agreement as they all went their separate ways.

As the group split up Bobby trailed after Logan, much to the latter's annoyance. "What do you want Bobby?" "Who was the girl?" Logan stopped walking and turned to look at the younger mutant. "Do not tell anyone of that." Bobby remained silent as he stared at his mentor. "Who was she?" He asked again. "She had your claws. Your fighting skill and all of your powers. Healing factor and all. She also reacted to when I taunted her as a copy of you. So who was she?" Logan remained silent. "Listen I'm not gonna force you to tell me…Hell I don't think I could! But please don't keep crap like that bottled up. Last thing we need is for you to be more like Scott." Bobby walked off down the hall leaving Logan alone with his thoughts. The feral X-Man stood in the hallway with a grim and conflicted look on his face. "Hope you got out okay kid…"

Meanwhile Bobby walked down the hall until he saw two people talking. "Kitty you know the New Mutants better than anyone! Please tell me you know what's going on!" "What's this all about?" Bobby asked as he made his way towards Jean and Kitty. "Jean wants to know about some late night dare sessions the New Mutants have been hosting for a while." Bobby raised an eyebrow at this before he spoke again. "They've been doing what now?" Kitty giggled at Bobby's obliviousness. "Apparently Rockslide let it slip during the break in. They've been sneaking off at night for stuff." Bobby looked at Kitty. "What sort of stuff?'' The young brunette shrugged her shoulders. "You really don't know what they've been doing!?" Jean spoke out, irritation evident in her voice. "Jean look we are not their baby-sitters! They're big kids!" Jean glared at Bobby who began to back up in fear. "Well we don't know Jean so…I think we're gonna hit the hey!" Kitty grabbed Bobby by the arm and quickly dragged him out of the hallway.

"That was weird!" Bobby said as Kitty dragged him towards the living quarters. "Yeah…we may need to talk to Chamber or Surge." "Chamber would be better. Surge has a tendency to resist authority." Kitty nodded her head in agreement as she reached her door. "Yeah…we should keep this under raps though…ask Chamber tomorrow. If they come clean the professor should be pretty lenient." "He normally is." Kitty turned around and opened her door before she stepped inside. Bobby turned to walk away before Kitty grabbed his sleeve, halting him. "Something wrong?" he asked as Kitty looked away bashfully. "Just…thanks…for everything. Y'know saving us and all." Bobby smiled before he hugged her, surprising the teen. "Always." Bobby broke the embrace and walked down the hallway leaving a blushing Kitty behind him.

…**..**

**SHIELD Headquarters, Triskelion**

Nick Fury stepped out from the chopper as it landed on the runway. Hawkeye and Quicksilver walked off the ramp as they followed their commander. "You have the data from the facility?" Pietro nodded his head as he handed a thumb-drive to Fury. Fury took the drive and gave it a glance before he pocketed it. "Do you really need that?" Quicksilver asked as his fists tightened. "I only need what's on the X-Men…the other mutants aren't my concern." Hawkeye decided to speak up as he walked alongside Fury. "You really think the X-Men might go rogue?" "I'm praying that they don't." Nick deadpanned. He proceeded to turn right and entered the command center, leaving the two Ultimates alone.

"Where was your sister on this?" Pietro looked at his teammate before speaking. "She's in Genosha. There have been some uprisings…she's there to help deal with them." Hawkeye looked at the door that Fury had entered. "What did Fury mean when we he said he owed Wolverine a debt?" Hawkeye gave him a quizzical look before he responded. "Don't really know… he just told me he had a favor to repay." "That really clears up nothing." Hawkeye shrugged his shoulders before he headed to his own quarters. Pietro zoomed off to his quarters inside the Triskelion as he dashed through the complex. He finally stopped before a single metal door where he proceeded to enter a code into the locking mechanism. The door opened to reveal a very plain and bare room that seemed standard for military functions.

Pietro entered the room and looked at a picture positioned on the desk that faced his bed. He bent down to get a better look at the photo, although he had seen it a hundred times, but the feelings it stirred never went away. He looked down to see a photo of three people. The picture was of two small children and an older man. The older man had silver hair almost identical to his father's. The youngest child in the photo, a small girl, had brown hair with faint red streaks lining the edges. Pietro smiled at the picture before he frowned as he realized what he was doing. He dropped the picture back onto the desk and walked towards his bed before flopping down on the bed. He looked up at the ceiling before muttering "Am I doing the right thing?"

…**.**

**Xavier Institute for Higher Learning**

Wolverine walked into the lab chamber that was currently occupied by Beast. "How ya do'in Hank?" The blue furred mutant looked up from his microscope to speak to his fellow X-Man. "Besides my injured shoulder I feel fine." "Good to know." Logan sat down in the chair opposite of Hank and leaned back. Beast noticed his somewhat tense demeanor. "Is everything okay Logan?" Wolverine spared his friend a glance before responding. "Yeah…" Hank went back to his work but didn't let the subject drop. "Is it the Weapon Plus incident? Did something happen?" Logan looked at the ceiling as he answered. "A lot happened." "Something from the past or more recent?" "Both…I need you to keep this between us. No professor or Storm…just me and you." Hank raised an eyebrow at this statement but nodded his head in understanding.

"Hank…I know that my past is a blur…but I remember all of my time as Weapon X. All the things I did…I remember all of it." Hank looked up from his microscope to face Logan who by now was hunched over on his chair. "You remember everything about the program?" "Yeah…and I learned a few new things while we were captured." Like what?" Logan remained silent for a moment as he simply stared at several of the test tubes on the lab table. "They cloned me Hank…they used my DNA to create another weapon." Hank's eyes widened as he gawked at Logan in shock.

"They what!?" Logan closed his eyes as he saw Laura's face, the rage and confusion it held. "They cloned me…they made a kid out of my DNA and trained her as a weapon!" By now Logan's voice had gone from leveled and calm to fully enraged. "They put cloned her from my DNA and had some scientist give birth to her! They took away her freedom and made her into a monster…just like me!" Hank looked at Logan silently for a few moments before he spoke again. "Logan you said 'she' was born from an actual womb…they may have cloned you but essentially this clone is…" "I know what she is Hank…she's my kid…my daughter." "Did you meet her in the base?" "Fought her too…I tell ya, she nearly killed Bobby even after the training I put him through!" Hank leaned back in his chair before giving a response. "I don't know what is worse the cloning or the fact that you are proud of her for almost killing one of your students." Wolverine let out a small chuckle that was more half-hearted then humorous.

"So what do you think you're going to do?" Logan remained silent and then answered. "If I find her… I'm going to make sure she doesn't end up like me." "If that's what you believe, then do it. Maybe we can have the professor find her with Cerebro." Logan nodded his head before he got up to leave. "Thank's for the therapy session Hank." "Official consulting hours are between eight and five every other Thursday." Hank said with a good amount humor in his voice. "Shut up Dr. Phil." "Just so you know PHDs…not real doctors!" "Whatever Hank!" Logan closed the door to the lab as he retreated to his temporary quarters. As he walked down the halls he saw Bobby stopping outside his own room. "Hey kid!" Logan called out grabbing Bobby's attention. "Logan! What's up man?" "Kid we need to talk." Logan lead the young mutant to the living room area of the bunker (essentially a glorified hub). "So what's up?" "What did you see at that base Bobby?" Iceman sighed as he sat down in one of the chairs and turned to face his instructor. "I saw a mutant with almost the same powers as you. But she was a chick and had two claws in her hands. And the same healing factor." "Keep quiet kid…and listen. Because this may take a bit."

**And boom! Another chapter done! For more villains or X-Men post it in the reviews! **


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